Example ContractsClausesRepresentations and Warranties of Crestwood; Performance
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Representations and Warranties of Crestwood; Performance. (i) The representations and warranties of Crestwood set forth in [Article III] (other than the Crestwood Fundamental Representations and those set forth in [Section 3.14(b)]) shall be true and correct as of the Execution Date and as of the Initial Closing as if remade on the Initial Closing Date (except for such representations and warranties made as of a specific date, which shall be true and correct as of such date), except for such failures to be true and correct (disregarding all Materiality Requirements set forth therein) that would not, individually or when aggregated with other such inaccuracies of representations or warranties, reasonably be expected to have a Contributed Entity Material Adverse Effect, # the Crestwood Fundamental Representations and the representations and warranties of Crestwood set forth in [Section 3.14(b)] shall be true and correct in all respects as of the Execution Date and as of the Initial Closing as if remade on the date thereof (except for such representations and warranties made as of a specific date, which shall be true and correct in all respects as of such date), # Crestwood shall have performed (or caused to have been performed) in all material respects the covenants that it is required to perform under this Agreement at or prior to the Initial Closing, and Crestwood shall have performed (or cause to have been performed) in all respects the covenants that it is required to perform under [Section 5.15], and # a senior executive officer of Crestwood shall have furnished CEGPS at the Initial Closing a certificate to such effect.

Representations and Warranties of Crestwood Midstream. Crestwood Midstream represents, warrants and agrees as follows:

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, CRESTWOOD IS NOT MAKING ANY OTHER REPRESENTATIONS WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE BUSINESS, ASSETS, OR LIABILITIES OF ANY CONTRIBUTED ENTITY, INCLUDING, IN PARTICULAR, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Standard of Performance by Crestwood Midstream. Crestwood Midstream shall perform its duties and obligations under this Agreement in accordance with Prudent Operating Practices, including standards and procedures at least as high as the standards applied by Crestwood Midstream’s Affiliates in connection with their own Storage and Transportation Activities. Crestwood Midstream shall comply in all respects with all Tariffs, orders, directives and regulations of Governmental Authorities applicable to the Companies and the Facilities. Crestwood Midstream shall use its Best Efforts to comply with the terms and provisions of any material contract or agreement provided to or implemented by Crestwood Midstream and entered into by or on behalf of the Companies, including the Material Agreements and Policies and material Rights of Way. Crestwood Midstream shall at all times act in good faith and in a commercially reasonable manner with respect to the proper operation, protection of and accounting for the Facilities. Notwithstanding the foregoing, Crestwood Midstream shall not be in breach of this Agreement or have any other liability by reason of or resulting from # any failure of Newco to timely authorize any action for which the consent of Newco is required hereunder; # any failure of Newco to timely take any action that, pursuant to Applicable Law or otherwise, can be taken only by Newco; provided, that Crestwood Midstream shall use Best Efforts to alert and, if requested, assist Newco in respect of such action; # any action the cost of which is not within a Budget and has not otherwise been approved or paid by Newco (except for Extraordinary Expenditures that Crestwood Midstream is authorized to make in accordance with [Section 5.02]); or # any action, or failure to take action, by any Company contrary to Crestwood Midstream’s instruction hereunder to take, or to refrain from taking, such action; provided that any such action instructed by Crestwood Midstream is consistent with, and not in violation of, any of the following (provided, that if any of the following are inconsistent with each other, precedence shall be given in the following order of priority): Applicable Law, Material Agreements and Policies, applicable insurance policies, and manufacturers’ warranties.

Representations and Warranties of CEGPS; Performance. (i) The representations and warranties of CEGPS relating to the Second Closing set forth in [Article IV] shall be true and correct as of the Execution Date and as of the Second Closing as if remade on the Second Closing Date (except for such representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except for such failures to be true and correct (disregarding all Materiality Requirements set forth therein) that would not, individually or when aggregated with other such inaccuracies of representations or warranties, reasonably be expected to have a CEGPS Material Adverse Effect, # the CEGPS Fundamental Representations relating to the Second Closing shall be true and correct in all respects as of the Execution Date and as of the Second Closing as if remade on the date thereof (except for such representations and warranties made as of a specific date, which shall be true and correct in all respects as of such date), # CEGPS shall have performed (or caused to have been performed) in all material respects the covenants relating to the Second Closing that it is required to perform under this Agreement at or prior to the Second Closing, and # a senior executive officer of CEGPS shall have furnished to Crestwood at the Second Closing a certificate to such effect.

#All representations and warranties contained in this Agreement or in any certificate delivered or to be delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement and # all covenants and agreements contained in this Agreement that by their terms are to be performed on or prior to the Applicable Closing Date shall, in each case, survive the Applicable Closing Date and shall expire eighteen (18) months following the Applicable Closing Date, except that the representations and warranties # of Crestwood # contained in [Section 3.8], [Section 3.12], and [Section 3.16] shall survive for three (3) years following the Applicable Closing Date and (y) (1) of Crestwood contained in [Section 3.1], [Section 3.2], [Section 3.4] and [Section 3.19] (collectively, the “Crestwood Fundamental Representations”), # of Crestwood contained in [Section 3.11] and # of CEGPS contained in [Section 4.1], [Section 4.2] and [Section 4.5] (collectively, the “CEGPS Fundamental Representations” and together with the Crestwood Fundamental Representations, the “Fundamental Representations”) shall survive for the applicable statute of limitations period, plus 60 days. The covenants and agreements contained in this Agreement that by their terms are to be performed by the Parties after the Applicable Closing Date shall survive the Applicable Closing Date and shall expire 12 months after they are fully performed, except that the covenants and agreements contained in [Article VII] shall survive the Applicable Closing Date for the applicable statute of limitations period, plus 60 days.

Third-Party Beneficiaries. The representations, warranties, covenants and obligations of the Parties are made for the express benefit of the Parties and the Companies, and any other Persons are not intended to have, nor shall have the benefit of, any right to seek enforcement or recovery under, any of such representations, warranties, covenants or obligations except for indemnification rights and obligations available to the Newco Parties and Crestwood Midstream Parties pursuant to this Agreement.

The representations of the Buyer contained in [Section 6] of this Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

Representations and Warranties. Both immediately prior to the Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by in [Section 10] of this Agreement, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

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