REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE COMPANIES Except as set forth in the Seller Disclosure Letter (it being agreed that disclosure of any item in any Section of the Seller Disclosure Letter with respect to any Section or subsection of this Article V shall be deemed disclosed with respect to any other Section or subsection of this Article V to the extent such relationship is reasonably apparent) or (ii) as disclosed in SEC Filings of Seller from December 31, 2014 until the date of this Agreement to the extent such disclosure on its face appears to constitute information that would reasonably be deemed a qualification or exception to the following representations and warranties (other than any forward looking disclosures set forth in any risk factor section, any disclosures in any section related to forward looking statements and any other disclosures therein to the extent they are primarily predictive or forward-looking in nature), Seller represents and warrants to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE NON- OPERATED INTEREST 27 5.1 Organization, Good Standing and Authority. 27 5.2 Capitalization. 27 5.3 No Conflicts. 28 5.4 Consents; Approvals; Authorizations and Governmental Regulations; Permits. 28 5.5 Taxes. 28 5.6 Litigation. 28 5.7 Compliance with Laws. 29 5.8 Contracts. 29 5.9 Sufficiency of the Assets. 29 5.10 Environmental Matters. 29
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO SELLER 17 Section 3.1 Organization and Authority 17 Section 3.2 No Conflict; Governmental Authorization 17 Section 3.3 Ownership of Shares 17 Section 3.4 Litigation 18 Section 3.5 Broker’s Fees 18
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE ACQUIRED COMPANIES 18 Section 4.1 Organization and Qualification 18 Section 4.2 Capitalization 18 Section 4.3 Subsidiaries 19 Section 4.4 No Conflict; Governmental Authorization 19 Section 4.5 Unaudited Financial Statements 20 Section 4.6 Absence of Changes 20 Section 4.7 Accounts Receivable 21 Section 4.8 Accounts Payable 22 Section 4.9 Litigation 22 Section 4.10 Compliance with Laws 22 Section 4.11 Permits 22 Section 4.12 Environmental Matters 22 Section 4.13 Material Contracts 23 Section 4.14 Sufficiency of Assets 24 Section 4.15 Insurance 24 Section 4.16 Intellectual Property 24 Page
