Representations and Warranties by Sellers Clause Samples

Representations and Warranties by Sellers. Each Seller, jointly and severally with the other Sellers, represents and warrants to Buyer as follows:

Representations and Warranties by Sellers. Each Seller jointly and severally represents, warrants and covenants as follows: (a) The Sellers have all right, title and interest in and to the Options, subject to no lien, encumbrance or right of any other party. (b) The execution, delivery and performance of this Agreement by the Sellers does not conflict with, or constitute a default under, any agreement or instrument to which any Seller is a party or is bound.

Representations and Warranties by Sellers. Each Seller, severally and not jointly, represents and warrants to Purchaser (which representations and warranties shall survive the Closing and the execution and delivery of the documentation to be executed and delivered at the Closing, to the extent provided below in this Section 3.1 and in Section 10.15) that: (a) Such Seller is a trust duly created and existing under the laws of the State of Texas. Such Seller has and will have as of the Closing Defensible Title (as defined in Section 5.2) to the Interests of such Seller; provided, however, as to that portion of the Interests of such Seller relating to South Timbalier Blocks 184 and 185 other than that acquired by H▇▇▇-▇▇▇▇▇▇▇ Oil Company ("HHOC") from CNG Producing Company, such warranty is expressly limited to claims arising by, through or under such Seller or HHOC, Notwithstanding the preceding sentence or any other provision of this Agreement to the contrary, for purposes of Section 9.6 and otherwise subsequent to the Closing, such Seller warrants and agrees to defend title to the Interests of such Seller unto Purchaser, its successors, and permitted assigns against the lawful claims of all persons or entities claiming or to claim the same or any part thereof by, through or under such Seller, but not otherwise. Except as set forth in Schedule 3.1(a), all prior assignments of interests in any of the Leases or other Interests in the chain of title to the Interests of such Seller have been approved by the United States of America, Department of Interior, Minerals Management Service (the "MMS"). (b) Such Seller has the full legal power, right and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement. (c) The execution, delivery and performance by such Seller of this Agreement and the documentation to be executed and delivered by such Seller at the Closing have been authorized by all necessary action on the part of such Seller. Execution, delivery and performance by such Seller of this Agreement do not, and execution, delivery and performance by such Seller of the documentation to be executed and delivered by such Seller at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, (i) violate or be in conflict with any (A) agreement, instrument, judgment, order, decree, law or regulation applicable to such Seller or the Interests of such Seller or (B) any provision of the t...

Representations and Warranties by Sellers. Sellers (which as to each particular Location shall include SCI and the designated Subsidiary Owner thereof, jointly and severally) hereby represent and warrant to Buyer, both as of the date hereof and as of the Effective Time, as follows:

Representations and Warranties by Sellers. Sellers hereby represent and warrant to Buyers as follows:

Representations and Warranties by Sellers. Seller represents and warrants that: (a) he is the attorney-in-fact for the beneficial owners of the Shares; (b) he owns, or has beneficial interest in, and has good and marketable title to, the Shares to be sold to Purchaser hereby, free and clear of all liens, security interests and encumbrances, of any kind or nature; (c) he has duly authorized, executed and delivered this Agreement, and that the same is the valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, and not in violation of any agreement to which such Seller is a party; (d) he has the right, power and authority to transfer, convey and sell to Purchaser, or to cause the same, at the Closing, the Shares to be sold by him as described in Section 1 of this Agreement and, upon consummation of this Agreement, Purchaser will acquire good and marketable title to such shares, free and clear of all liens, security interests or other covenants or agreements, other than encumbrances resulting from actions of Purchaser.

Representations and Warranties by Sellers. As used in this Section 4, reference to Sellers' knowledge shall mean Sellers' knowledge after Sellers have exercised due diligence in making inquiries of the Companies' personnel. Sellers represent and warrant to Purchaser that the following statements as to Sellers, the Companies and/or the Stations are correct as of the date hereof and, where specifically indicated, will be correct at the Closing Date and all Schedules will be updated through the Closing Date:

Representations and Warranties by Sellers. Sellers jointly and severally represent and warrant to Purchaser as follows (all Schedules referred to in this Section shall be set forth on a separate Disclosure Schedule initialed by B▇▇▇▇▇▇▇ on the date hereof):

Representations and Warranties by Sellers. 7 4.1 Good and Marketable Title........................................7 4.2 Organization.....................................................8 4.3 Authority; Binding Effect; Performance...........................8 4.4 Capitalization....................................................