Of Buyer. Buyer hereby represents and warrants to Seller as follows:
Of Buyer. In order to induce Sellers to enter into this Agreement, Buyer represents and warrants to Sellers as follows:
Of Buyer. To induce the Shareholders to enter into and perform this Agreement, Buyer represents and warrants to the Shareholders as of the date of this Agreement and as of the Closing as follows in this Article IV:
Of Buyer. Regardless of whether Buyer receives payment of Assigned -------- Rent, Buyer agrees (i) to pay or to cause or be paid on behalf of, as the case may be, the Lender, all principal of, all interest on, and all other sums due to the Lender on account of the Applicable Indebtedness, as and in the manner provided in the Underlying Agreements with respect to all Equipment, when due, (ii) to pay and perform when due, all of Seller's other obligations under the Underlying Agreements with respect to the Applicable Indebtedness, and (iii) not to modify or amend (or cause to be modified or amended) any of such Underlying Agreements without the prior written consent of Seller. Buyer's covenant and agreement as set forth in this paragraph 5(a) shall be a nonrecourse obligation and Buyer shall have no personal liability in connection therewith. However, if Buyer fails to comply with its covenant and agreement as set forth in this paragraph 5(a), then Buyer's right to receive and retain payment of the Assigned Rent shall immediately cease and terminate and such right shall revert to Seller in its entirety. In that event, Buyer shall thereafter forward any payment of Assigned Rent received by Buyer to Seller immediately upon receipt by Buyer, and Buyer shall be personally liable for its failure to do so.
Of Buyer. As to Properties operated by Seller and purchased by Buyer hereunder and concerning accounts held in suspense, Seller will pay in full the royalty accounts that were suspended because the amount due is less than the statutory or contractual minimum for payment. As to all other suspended accounts, if any, Seller shall transfer to its successor as operator all monies held in a suspended account which were received for production produced from or allocated to the Properties on and after the Effective Time. As to proceeds received for production produced from or allocated to the Properties before the Effective Time and held in a suspense account at Buyer's option, Seller may either: 1) Retain the suspended amounts after Closing and, upon proof satisfactory to Seller, release the money to the proper party; or, 2) Transfer the suspended amounts to Buyer for future disbursement. Once suspended amounts have been transferred to Buyer for future disbursement, Buyer agrees to be responsible for disbursing the suspended monies to the proper parties and shall release, indemnify, defend, and hold harmless the Seller Group from any and all claims, actions, causes of action, liabilities, damages, losses, costs, or expenses (including, without limitation, court costs and attorneys' fees), arising out of or in any way connected with making such disbursements, or failure to make a disbursement.
Of Buyer. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder.
Of Buyer. Buyer is a corporation duly --------------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Of Buyer. The Buyer shall itself or by its agent be responsible for checking the conformity of the Deliverables during their delivery, indicating any reservation on the delivery note which is signed by the carrier, including but not limited to, quality, documentation and labeling. In the absence of such reservations, the Deliverables shall be deemed free of visible defects. The Buyer further acknowledges its responsibility to, as soon as possible but in any event prior to the earlier of (a) use and/or reselling the Deliverables and (b) 14 days after the time of delivery, stating the reasons therefor and if possible accompanied by proof failing which the Buyer shall be deemed to have accepted the quantity and conformity to the Agreement of the Deliverables and shall have no claim against Seller in respect of defects in the Deliverables supplied. Buyers obligation to accept and make payment on time for the balance of the Deliverables delivered or to be delivered under this Agreement shall not be affected by the foregoing. BUYER EXPRESSLY RELEASES SELLER FROM ALL LIABILITY, IN TORT, CONTRACT OR OTHERWISE, INCURRED IN CONNECTION WITH THE SALE, HANDLING, STORAGE, TRANSPORTATION, USE AND/OR DISPOSAL OF DELIVERABLES, EXCEPT TO THE EXTENT ANY SUCH LIABILITY AREISES FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SELLER.
Of Buyer. The Buyer represents and warrants to the Target and the Sellers that the statements contained in this §4(II) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §4(II)), except as set forth in the disclosure schedule delivered by the Buyer to the Target and the Sellers on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §4(II).
