Common use of Representations and Authority Clause in Contracts

Representations and Authority. Each Party represents to the other Party as of the Effective Date: (i) there are no suits, proceedings, judgments, or orders by or before any governmental authority that materially adversely affect its ability to perform this Contract or the rights of the other Parties under this Contract; (ii) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Contract and perform its obligations under this Contract; (iii) the making and performance by it of this Contract is within its powers, and has been duly authorized by all necessary action on its part; (iv) this Contract constitutes a legal, valid, and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and other laws affecting creditor’s rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending; and (v) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. Producers and Gatherer jointly acknowledge and agree that (a) the movement of Dedicated Gas on the System under this Contract constitutes (and is intended to constitute for purposes of all applicable laws in effect in each state) a movement of the Dedicated Gas that is not subject to the jurisdiction of the Federal Energy Regulatory Commission pursuant to the Natural Gas Act [15 US Code § 717, et seq.] or Natural Gas Policy Act Section 311 [15 US Code § 3371], (b) the fees have been freely negotiated and agreed upon as a result of good faith negotiations and are not discriminatory or preferential, but are just, fair, and reasonable in light of the Parties’ respective covenants and undertakings in this Contract during the term of this Contract, and (c) neither Producers nor Gatherer had an unfair advantage over the other during the negotiation of this Contract.