Representations and Warranties of Midcoast. Midcoast hereby represents and warrants as follows:
Representations and Warranties of Midcoast. 4.1 Standard. 4.2 Organization. 4.3 Capitalization.
Representations and Warranties of Midcoast. MidCoast represents and warrants to Citizens as set forth in this Article IV, subject to the standard set forth in Section 4.1 and except as set forth in the MidCoast Disclosure Schedule delivered by MidCoast to Citizens on the date hereof, provided, however, that disclosure in any section of such MidCoast Disclosure Schedule shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent that such disclosure is relevant to another section of this Agreement. MidCoast has made a good faith, diligent effort to ensure that the disclosure on each schedule of the MidCoast Disclosure Schedule corresponds to the section referenced herein.
Representations and Warranties of Midcoast. Midcoast represents and warrants to the Republic Gas Owners, as of the date of this Agreement and as of the Closing Date, to the best of its knowledge and belief, after due inquiry, except with respect to Section 5.7 which shall not be qualified by the knowledge and belief of Midcoast, as follows: 5.1Corporate Status Midcoast is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada, and has the requisite power and authority to carry on its business as now being conducted. Midcoast is legally qualified to do business as a foreign corporation in each of the jurisdictions where the nature of its properties and the conduct of its business requires such qualification, and is in good standing in each of the jurisdictions in which it is so qualified. There is no pending or, to the knowledge of Midcoast, threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of Midcoast or any of its subsidiaries. 5.2Power and Authority Midcoast has the power and authority to execute and deliver this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby. Midcoast has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. A vote and approval of the Midcoast shareholders is not required to approve the terms and conditions of this Agreement. 5.3Enforceability This Agreement has been duly executed and delivered by Midcoast and constitutes the legal, valid and binding obligation enforceable against Midcoast, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. 5.4Midcoast Common Stock Upon consummation of the transactions contemplated hereby and the issuance and delivery of certificates representing the Midcoast Common Stock and Warrants as provided in Section 1.2 to the Republic Gas Owners, the Midcoast Common Stock and Warrants as provided in Section 1.2 will be validly issued, fully paid, nonassessable shares or Warrants, as the case may be, free and clear of all liens, security interests, claims and other like encumbrances. Midcoast Common Stock re...
