REPRESENTATIONS AND WARRANTIES OF FOREST. Except as set forth in the Forest Disclosure Schedule (with specific reference to the particular Section of this Agreement to which the information set forth in such disclosure schedule relates; provided, that any information set forth in one section of the Forest Disclosure Schedule shall be deemed to apply to each other Section thereof to which it is relevant), Forest represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF FOREST. Except as (i) disclosed in the Forest SEC Documents filed or furnished on or after January 1, 2013 and prior to the Execution Date (excluding any disclosures included in any “risk factor” section of such Forest SEC Documents or any other disclosures in such Forest SEC Documents to the extent they are predictive or forward looking and general in nature, in each case, other than any specific factual information contained therein) or (ii) set forth on the disclosure letter delivered to the Sabine Parties on the date of the execution of this Agreement (the “Forest Disclosure Letter”), which identifies items of disclosure by reference to a particular section or subsection of this Agreement (provided that any information set forth in one section of the Forest Disclosure Letter shall be deemed to apply to each other section or subsection thereof or hereof (other than Sections 3.8(b) and 3.15) to which its relevance is reasonably apparent), the Forest Parties hereby, jointly and severally, represent and warrant to the Sabine Parties as follows:
REPRESENTATIONS AND WARRANTIES OF FOREST. 3.1 Organization; Qualification 8 3.2 Authority; Enforceability 9 3.3 Non-Contravention 10 3.4 Approvals of Governmental Entities and Third Parties 10 3.5 Capitalization 10 3.6 Compliance with Law 12 3.7 Forest SEC Reports; Financial Statements 12 3.8 Absence of Certain Changes 13 3.9 Title to Properties and Assets; Oil & Gas Properties 13 3.10 Intellectual Property 16 3.11 Environmental Matters 16 3.12 Material Contracts 17 3.13 Legal Proceedings 20 3.14 Permits 20 3.15 Taxes 20 3.16 Employee Benefits; Employment and Labor Matters 22 3.17 Regulatory Matters 24 3.18 Insurance 25 3.19 Required Vote of the Forest Stockholders 25 3.20 Derivative Transactions and Hedging 25 3.21 Brokers’ Fee 26 3.22 Opinion of Financial Advisor 26 3.23 Related Party Transactions 26 3.24 Forest Director Resignations 26 3.25 Information Supplied 26 Table of Contents Page 3.26 No Other Representations or Warranties 26 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SABINE PARTIES AND AIV HOLDINGS 4.1 Organization; Qualification 27 4.2 Authority; Enforceability 27 4.3 Non-Contravention 28 4.4 Approvals of Governmental Entities and Third Parties 29 4.5 Capitalization 29 4.6 Compliance with Law 30 4.7 Sabine Annual Report; Financial Statements 31 4.8 Absence of Certain Changes 31 4.9 Title to Properties and Assets; Oil & Gas Properties 32 4.10 Intellectual Property 35 4.11 Environmental Matters 35 4.12 Material Contracts 36 4.13 Legal Proceedings 38 4.14 Permits 39 4.15 Taxes 39 4.16 Employee Benefits; Employment and Labor Matters 41 4.17 Regulatory Matters 43 4.18 Insurance 43 4.19 Sabine Approvals 44 4.20 Derivative Transactions and Hedging 44 4.21 Brokers’ Fee 44 4.22 Transactions with Affiliates 44 4.23 Information Supplied 45 4.24 Debt Financing 45 4.25 No Other Representations or Warranties 46 ARTICLE V CERTAIN PRE-CLOSING COVENANTS
REPRESENTATIONS AND WARRANTIES OF FOREST. Except as set forth in Schedule 3 attached hereto (the “Forest Disclosure Schedule”), Forest represents and warrants to Caraco, as of the date hereof (except to the extent expressly made as of another date, in which case, solely as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF FOREST. 3.01 Corporate Existence and Power. . . . . . . . . . . . . . . . . . . 6 3.02
REPRESENTATIONS AND WARRANTIES OF FOREST. Forest represents and warrants to Anschutz as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF FOREST. Section 3.1 Organization; Qualification 17 Section 3.2 Corporate Authority; No Violation 17 Section 3.3 Information Supplied 18 Section 3.4 Brokers or Finders 18 Section 3.5 Forest Rights Plan 18 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF FOREST. Section 3.1
REPRESENTATIONS AND WARRANTIES OF FOREST. 14 (a) CORPORATE EXISTENCE AND POWER . . . . . . . . . . . . . .14 (b)
REPRESENTATIONS AND WARRANTIES OF FOREST. Forest represents and warrants to and in favour of ATCOR and the Principal Shareholders as follows and acknowledges that ATCOR and the Principal Shareholders are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
