Amoco Acquisition Clause Samples

Amoco Acquisition. (a) The Borrower has the full power and authority under its certificate or articles of incorporation, its bylaws and the laws of the state of its incorporation to execute, deliver and perform its obligations under any agreements, instruments, documents and certificates (b) The execution, delivery and performance by the Borrower of the Amoco Acquisition Documents do not and will not (i) violate any provision of either (A) its certificate or articles of incorporation and bylaws or (B) in any material respect, any material contract, agreement, instrument or Governmental Requirement to which it is subject, except as disclosed to the Agent in writing or (ii) result in the creation of or imposition of any Lien upon any of its Property, other than those permitted under Section 9.02 of this Agreement. (c) The execution, delivery and performance by the Borrower of the Amoco Acquisition Documents do not require the consent or approval of any other Person, including any Governmental Authority, except for such consents or approvals that have been obtained or where the failure to obtain such consent or approval would not have a Material Adverse Effect or except the consent and approval by the applicable state or federal agency to the assignments of interests in the Amoco Properties which are state or federal oil and gas leases from Amoco Production Company to Borrower, which consent and approval is customarily obtained subsequent to the execution and delivery of such assignments and which Borrower reasonably believes will be forthcoming, or except as disclosed to the Agent in writing. (d) Except as disclosed to the Agent in writing, there are no legal or arbitrational proceedings by or before any Governmental Authority, now pending or threatened against the Amoco Acquisition, any Amoco Acquisition Document or against any Amoco Property. (e) The copies of the Amoco Acquisition Documents previously delivered by the Borrower to the Agent are complete and accurate copies thereof and have not been amended or modified in any manner. The Amoco Acquisition Documents have been duly authorized, executed and delivered by the other parties thereto. The Amoco Acquisition Documents are valid, binding and enforceable against the parties thereto except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity. No party to an Amoco Acquisition Document is in default thereunder...