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This excerpt taken from the CHK 8-K filed Feb 17, 2009. Material Adverse
Effect”).
(j) Each
subsidiary of the Company has been duly organized and is in good standing under
the laws of the jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; and each subsidiary of the Company
is duly qualified to do business and is in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification; except where the failure to be so
qualified would not reasonably be expected to individually or in the aggregate
have a Material Adverse Effect; all of the issued and outstanding capital stock
or similar equity interests of each subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; and the
capital stock or similar equity interests of each subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.
(k) The
Indenture has been duly authorized by the Company and each Subsidiary Guarantor;
the Guarantees have been duly authorized by each Subsidiary Guarantor; the
Offered Securities have been duly authorized; when the Offered Securities are
delivered and paid for in accordance with this Agreement on the Closing Date,
the Indenture will have been duly executed and delivered, such Offered
Securities will have been duly executed, authenticated, issued and delivered and
will conform to the description thereof contained in the General Disclosure
Package and the Indenture and, in the case of the Company, such Offered
Securities, and in the case of the Subsidiary Guarantors, such Guarantees, will
constitute valid and legally binding obligations of the Company and each
Subsidiary Guarantor, as applicable, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.
(l) Except as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company and any person that would give rise to a
valid claim against the Company or an Underwriter for a brokerage commission,
finder’s fee or other like payment in connection with this
offering.
(m) No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance and sale of the
Offered Securities by the Company, except such as have been obtained and made
under the Act and such as may be required under state securities laws in
connection with the resale of the Offered Securities by the
Underwriters.
(n) None of
the execution, delivery and performance of this Agreement and the Indenture, the
issuance and sale of the Offered Securities and compliance with the terms and
provisions hereof and thereof, will result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company or any subsidiary of the Company
or any of their properties, or any agreement or instrument to which the Company
or any such subsidiary is a party or by which the Company or any such subsidiary
is bound or to which any of the properties of the Company or any such subsidiary
is subject, or the charter or by-laws (or similar organizational documents) of
the Company or any such subsidiary, and the Company has full power and authority
to authorize, issue and sell the Offered Securities as contemplated by this
Agreement.
(o) This
Agreement has been duly authorized, executed and delivered by the Company and
each Subsidiary Guarantor.
(p) Except as
disclosed in the General Disclosure Package, the Company and its subsidiaries
have good and marketable title to all real properties and all other properties
and assets owned by them, including, without limitation, all oil and gas
producing properties of the Company and its subsidiaries, in each case free from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by them; and,
except as disclosed in the General Disclosure Package, the Company and its
subsidiaries hold any leased real or personal property, including, without
limitation, all oil and gas producing properties of the Company and its
subsidiaries, under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by
them.
(q) The
Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to individually or in the aggregate
have a Material Adverse Effect.
(r) No labor
dispute with the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent that would reasonably be expected to have
a Material Adverse Effect.
(s) The
Company and its subsidiaries own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, “ This excerpt taken from the CHK 8-K filed Feb 3, 2009. Material Adverse
Effect”).
(j) Each
subsidiary of the Company has been duly organized and is in good standing under
the laws of the jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; and each subsidiary of the Company
is duly qualified to do business and is in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification; except where the failure to be so
qualified would not reasonably be expected to individually or in the aggregate
have a Material Adverse Effect; all of the issued and outstanding capital stock
or similar equity interests of each subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; and the
capital stock or similar equity interests of each subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.
(k) The
Indenture has been duly authorized by the Company and each Subsidiary Guarantor;
the Guarantees have been duly authorized by each Subsidiary Guarantor; the
Offered Securities have been duly authorized; when the Offered Securities are
delivered and paid for in accordance with this Agreement on the Closing Date,
the Indenture will have been duly executed and delivered, such Offered
Securities will have been duly executed, authenticated, issued and delivered and
will conform to the description thereof contained in the General Disclosure
Package and the Indenture and, in the case of the Company, such Offered
Securities, and in the case of the Subsidiary Guarantors, such Guarantees, will
constitute valid and legally binding obligations of the Company and each
Subsidiary Guarantor, as applicable, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.
(l) Except as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company and any person that would give rise to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder’s fee or other like payment in connection with this
offering.
(m) No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance and sale of the
Offered Securities by the Company, except such as have been obtained and made
under the Act and such as may be required under state securities laws in
connection with the resale of the Offered Securities by the
Underwriters.
(n) None of
the execution, delivery and performance of this Agreement and the Indenture, the
issuance and sale of the Offered Securities and compliance with the terms and
provisions hereof and thereof, will result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company or any subsidiary of the Company
or any of their properties, or any agreement or instrument to which the Company
or any such subsidiary is a party or by which the Company or any such subsidiary
is bound or to which any of the properties of the Company or any such subsidiary
is subject, or the charter or by-laws (or similar organizational documents) of
the Company or any such subsidiary, and the Company has full power and authority
to authorize, issue and sell the Offered Securities as contemplated by this
Agreement.
(o) This
Agreement has been duly authorized, executed and delivered by the Company and
each Subsidiary Guarantor.
(p) Except as
disclosed in the General Disclosure Package, the Company and its subsidiaries
have good and marketable title to all real properties and all other properties
and assets owned by them, including, without limitation, all oil and gas
producing properties of the Company and its subsidiaries, in each case free from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by them; and,
except as disclosed in the General Disclosure Package, the Company and its
subsidiaries hold any leased real or personal property, including, without
limitation, all oil and gas producing properties of the Company and its
subsidiaries, under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by
them.
(q) The
Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to individually or in the aggregate
have a Material Adverse Effect.
(r) No labor
dispute with the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent that would reasonably be expected to have
a Material Adverse Effect.
(s) The
Company and its subsidiaries own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, “ This excerpt taken from the CHK 8-K filed Jul 15, 2008. Material Adverse
Effect”).
(j) Each
subsidiary of the Company has been duly organized and is in good standing under
the laws of the jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; and each subsidiary of the Company
is duly qualified to do business and is in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification; except where the failure to be so
qualified would not reasonably be expected to individually or in the aggregate
have a Material Adverse Effect; all of the issued and outstanding capital stock
or similar equity interests of each subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; and the
capital stock or similar equity interests of each subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.
(k) When the
Offered Securities are delivered and paid for pursuant to this Agreement on each
Closing Date, such Offered Securities will have been duly authorized, validly
issued, fully paid and nonassessable; the Offered Securities are consistent with
the information in the General Disclosure Package and conform to the description
thereof contained in the Prospectus; and the stockholders of the Company have no
preemptive rights with respect to the Offered Securities.
(l) Except as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company and any person that would give rise to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder’s fee or other like payment in connection with this
offering.
(m) The
Offered Securities have been approved for listing on the NYSE, subject to notice
of issuance.
(n) No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance and sale of the
Offered Securities by the Company, except such as have been obtained and made
under the Act and such as may be required under state securities laws in
connection with the resale of the Offered Securities by the
Underwriters.
(o) None of
the execution, delivery and performance of this Agreement, the issuance and sale
of the Offered Securities and compliance with the terms and provisions hereof,
will result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, rule, regulation or order of any
governmental agency or body or any court, domestic or foreign, having
jurisdiction over the Company or any subsidiary of the Company or any of their
properties, or any agreement or instrument to which the Company or any such
subsidiary is a party or by which the Company or any such subsidiary is bound or
to which any of the properties of the Company or any such subsidiary is subject,
or the charter or by-laws (or similar organizational documents) of the Company
or any such subsidiary, and the Company has full power and authority to
authorize, issue and sell the Offered Securities as contemplated by this
Agreement.
(p) This
Agreement has been duly authorized, executed and delivered by the
Company.
(q) Except as
disclosed in the General Disclosure Package, the Company and its subsidiaries
have good and marketable title to all real properties and all other properties
and assets owned by them, including, without limitation, all oil and gas
producing properties of the Company and its subsidiaries, in each case free from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by them; and,
except as disclosed in the General Disclosure Package, the Company and its
subsidiaries hold any leased real or personal property, including, without
limitation, all oil and gas producing properties of the Company and its
subsidiaries, under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by
them.
(r) The
Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to individually or in the aggregate
have a Material Adverse Effect.
(s) No labor
dispute with the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent that would reasonably be expected to have
a Material Adverse Effect.
(t) The
Company and its subsidiaries own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, “ These excerpts taken from the CHK 8-K filed May 27, 2008. Material Adverse
Effect”).
(j) Each
subsidiary of the Company has been duly organized and is in good standing under
the laws of the jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; and each subsidiary of the Company
is duly qualified to do business and is in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification; except where the failure to be so
qualified would not reasonably be expected to individually or in the aggregate
have a Material Adverse Effect; all of the issued and outstanding capital stock
or similar equity interests of each subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; and the
capital stock or similar equity interests of each subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.
(k) The
Indenture has been duly authorized by the Company and each Subsidiary Guarantor;
the Guarantees have been duly authorized by each Subsidiary Guarantor; the
Offered Securities have been duly authorized; when the Offered Securities are
delivered and paid for in accordance with this Agreement on the Closing Date,
the Indenture will have been duly executed and delivered, such Offered
Securities will have been duly executed, authenticated, issued and delivered and
will conform to the description thereof contained in the General Disclosure
Package and the Indenture and, in the case of the Company, such Offered
Securities, and in the case of the Subsidiary Guarantors, such Guarantees, will
constitute valid and legally binding obligations of the Company and each
Subsidiary Guarantor, as applicable, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.
(l) Except as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company and any person that would give rise to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder’s fee or other like payment in connection with this
offering.
(m) No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance and sale of the
Offered Securities by the Company, except such as have been obtained and made
under the Act and such as may be required under state securities laws in
connection with the resale of the Offered Securities by the
Underwriters.
(n) None of
the execution, delivery and performance of this Agreement and the Indenture, the
issuance and sale of the Offered Securities and compliance with the terms and
provisions hereof and thereof, will result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company or any subsidiary of the Company
or any of their properties, or any agreement or instrument to which the Company
or any such subsidiary is a party or by which the Company or any such subsidiary
is bound or to which any of the properties of the Company or any such subsidiary
is subject, or the charter or by-laws (or similar organizational documents) of
the Company or any such subsidiary, and the Company has full power and authority
to authorize, issue and sell the Offered Securities as contemplated by this
Agreement.
(o) This
Agreement has been duly authorized, executed and delivered by the Company and
each Subsidiary Guarantor.
(p) Except as
disclosed in the General Disclosure Package, the Company and its subsidiaries
have good and marketable title to all real properties and all other properties
and assets owned by them, including, without limitation, all oil and gas
producing properties of the Company and its subsidiaries, in each case free from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by them; and,
except as disclosed in the General Disclosure Package, the Company and its
subsidiaries hold any leased real or personal property, including, without
limitation, all oil and gas producing properties of the Company and its
subsidiaries, under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by
them.
(q) The
Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to individually or in the aggregate
have a Material Adverse Effect.
(r) No labor
dispute with the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent that would reasonably be expected to have
a Material Adverse Effect.
(s) The
Company and its subsidiaries own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, “ Material Adverse
Effect”).
(j) Each
subsidiary of the Company has been duly organized and is in good standing under
the laws of the jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; and each subsidiary of the Company
is duly qualified to do business and is in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification; except where the failure to be so
qualified would not reasonably be expected to individually or in the aggregate
have a Material Adverse Effect; all of the issued and outstanding capital stock
or similar equity interests of each subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; and the
capital stock or similar equity interests of each subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.
(k) The
Indenture has been duly authorized by the Company and each Subsidiary Guarantor;
the Guarantees have been duly authorized by each Subsidiary Guarantor; the
Offered Securities have been duly authorized; when the Offered Securities have
been delivered and paid for in accordance with this Agreement on each Closing
Date, the Indenture will have been duly executed and delivered, such Offered
Securities will have been duly executed, authenticated, issued and delivered and
will conform to the description thereof contained in the General Disclosure
Package and the Indenture and, in the case of the Company, such Offered
Securities, and, in the case of the Subsidiary Guarantors, such Guarantees, will
constitute valid and legally binding obligations of the Company and each
Subsidiary Guarantor, as applicable, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.
(l) When the
Offered Securities are delivered and paid for pursuant to this Agreement on each
Closing Date, such Offered Securities will be convertible into cash and, if
applicable, the Underlying Shares in accordance with their terms; the Underlying
Shares have been duly authorized and reserved for issuance upon such conversion
and, when issued upon such conversion, will be validly issued, fully paid and
nonassessable; the outstanding shares of capital stock of the Company have been
duly authorized and validly issued, are fully paid and nonassessable and conform
to the description thereof contained or incorporated by reference in the General
Disclosure Package; and the stockholders of the Company have no preemptive
rights with respect to the Offered Securities or the Underlying
Shares.
(m) Except as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company and any person that would give rise to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder’s fee or other like payment in connection with this
offering.
(n) No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance and sale of the
Offered Securities by the Company, except such as have been obtained and made
under the Act and such as may be required under state securities laws in
connection with the resale of the Offered Securities by the
Underwriters.
(o) None of
the execution, delivery and performance of this Agreement and the Indenture, the
issuance and sale of the Offered Securities and compliance with the terms and
provisions hereof and thereof, will result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company or any subsidiary of the Company
or any of their properties, or any agreement or instrument to which the Company
or any such subsidiary is a party or by which the Company or any such subsidiary
is bound or to which any of the properties of the Company or any such subsidiary
is subject, or the charter or by-laws (or similar organizational documents) of
the Company or any such subsidiary, and the Company has full power and authority
to authorize, issue and sell the Offered Securities as contemplated by this
Agreement.
(p) This
Agreement has been duly authorized, executed and delivered by the Company and
each Subsidiary Guarantor.
(q) Except as
disclosed in the General Disclosure Package, the Company and its subsidiaries
have good and marketable title to all real properties and all other properties
and assets owned by them, including, without limitation, all oil and gas
producing properties of the Company and its subsidiaries, in each case free from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by them; and,
except as disclosed in the General Disclosure Package, the Company and its
subsidiaries hold any leased real or personal property, including, without
limitation, all oil and gas producing properties of the Company and its
subsidiaries, under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by
them.
(r) The
Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to individually or in the aggregate
have a Material Adverse Effect.
(s) No labor
dispute with the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent that would reasonably be expected to have
a Material Adverse Effect.
(t) The
Company and its subsidiaries own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, “ This excerpt taken from the CHK 8-K filed Apr 1, 2008. Material Adverse
Effect”).
(j) Each
subsidiary of the Company has been duly organized and is in good standing
under
the laws of the jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; and each subsidiary of the Company
is duly qualified to do business and is in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct
of its
business requires such qualification; except where the failure to be so
qualified would not reasonably be expected to individually or in the aggregate
have a Material Adverse Effect; all of the issued and outstanding capital
stock
or similar equity interests of each subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; and the
capital stock or similar equity interests of each subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.
(k) When
the
Offered Securities are delivered and paid for pursuant to this Agreement
on each
Closing Date, such Offered Securities will have been duly authorized, validly
issued, fully paid and nonassessable; the Offered Securities are
consistent with the information in the
General Disclosure Package and conform to the description thereof
contained in the
Prospectus; and the stockholders of the Company have no preemptive rights
with respect to the Offered Securities.
(l) Except
as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company and any person that would give rise
to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder’s fee or other like payment in connection with this
offering.
(m) The
Offered Securities have been approved for listing on the NYSE, subject to
notice
of issuance.
(n) No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance and sale of
the
Offered Securities by the Company, except such as may be required under
applicable securities laws in connection with the purchase and resale of
the
Offered Securities by the Underwriters.
(o) None
of
the execution, delivery and performance of this Agreement, the issuance and
sale
of the Offered Securities and compliance with the terms and provisions hereof,
will result in a breach or violation of any of the terms and provisions of,
or
constitute a default under, any statute, rule, regulation or order of any
governmental agency or body or any court, domestic or foreign, having
jurisdiction over the Company or any subsidiary of the Company or any of
their
properties, or any agreement or instrument to which the Company or any such
subsidiary is a party or by which the Company or any such subsidiary is bound
or
to which any of the properties of the Company or any such subsidiary is subject,
or the charter or by-laws (or similar organizational documents) of the Company
or any such subsidiary, and the Company has full power and authority to
authorize, issue and sell the Offered Securities as contemplated by this
Agreement.
(p) This
Agreement has been duly authorized, executed and delivered by the
Company.
(q) Except
as
disclosed in the General Disclosure Package, the Company and its subsidiaries
have good and marketable title to all real properties and all other properties
and assets owned by them, including, without limitation, all oil and gas
producing properties of the Company and its subsidiaries, in each case free
from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by them;
and,
except as disclosed in the General Disclosure Package, the Company and its
subsidiaries hold any leased real or personal property, including, without
limitation, all oil and gas producing properties of the Company and its
subsidiaries, under valid and enforceable leases with no exceptions that
would
materially interfere with the use made or to be made thereof by
them.
(r) The
Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice
of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or any of
its
subsidiaries, would reasonably be expected to individually or in the aggregate
have a Material Adverse Effect.
(s) No
labor
dispute with the employees of the Company or any subsidiary exists or, to
the
knowledge of the Company, is imminent that would reasonably be expected to
have
a Material Adverse Effect.
(t) The
Company and its subsidiaries own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, “ This excerpt taken from the CHK 8-K filed Aug 14, 2007. Material Adverse Effect”).
(j) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock or similar equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (k) The Indenture has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor; the Guarantees have been duly authorized by each Subsidiary Guarantor; the Offered Securities have been duly authorized; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date (as defined below), such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the General Disclosure Package and the Indenture and, in the case of the Company, such Offered Securities, and, in the case of the Subsidiary Guarantors, such Guarantees, will constitute valid and legally binding obligations of the Company and each Subsidiary Guarantor, as applicable, 5
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (l) When the Offered Securities are delivered and paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash and, if applicable, the Underlying Shares in accordance with their terms; the Underlying Shares have been duly authorized and reserved for issuance upon such conversion and, when issued upon such conversion, will be validly issued, fully paid and nonassessable; the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform to the description thereof contained in the General Disclosure Package; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities or the Underlying Shares. (m) Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (n) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as may be required under state securities laws in connection with the resale of the Offered Securities by the Underwriter. (o) None of the execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof and thereof, will result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. (p) This Agreement has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor. (q) Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and, except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (r) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined 6
adversely to the Company or any of its subsidiaries, would reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (s) Except as disclosed in the General Disclosure Package, no labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (t) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ This excerpt taken from the CHK 8-K filed Dec 14, 2006. Material Adverse
Effect”).
(j) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock or similar equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (k) When the Offered Securities are delivered and paid for pursuant to this Agreement on each Closing Date, such Offered Securities will have been duly authorized, validly issued, fully paid and nonassessable; the Offered Securities are consistent with the information in the General Disclosure Package and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities. (l) Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (m) The Offered Securities have been approved for listing on the NYSE, subject to notice of issuance. (n) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as may be required under applicable securities laws in connection with the purchase and resale of the Offered Securities by the Underwriter. (o) None of the execution, delivery and performance of this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof, will result in a
[[NYCORP:2663970v5:3634D:12/07/06--12:56 p]] 5
breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. (p) This Agreement has been duly authorized, executed and delivered by the Company. (q) Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and, except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (r) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (s) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (t) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ This excerpt taken from the CHK 8-K filed Dec 6, 2006. Material Adverse
Effect”).
•Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock or similar equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. •The Indenture has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor; the Guarantees have been duly authorized by each Subsidiary Guarantor; the Offered Securities have been duly authorized; when the Offered Securities are delivered and paid for pursuant to this Agreement, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the General Disclosure Package and the Indenture and, in the case of the Company, such Offered Securities, and in the case of the Subsidiary Guarantors, such Guarantees, will constitute valid and legally binding obligations of the Company and each Subsidiary Guarantor, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
[[NYCORP:2642096v20:3642W:12/01/06--02:34 p]] •Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. •No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as may be required (i) under applicable securities laws in connection with the purchase and resale of the Offered Securities by the Underwriters and (ii) under the rules and regulations of the Irish Stock Exchange with respect to the listing thereon of the Offered Securities. •None of the execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof and thereof, will result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. •This Agreement has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor. •Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and, except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. •The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to individually or in the aggregate have a Material Adverse Effect. •No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. •The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ This excerpt taken from the CHK 8-K filed Jul 24, 2006. Material Adverse Effect”).
(j) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock or similar equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (k) The Indenture has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor; the Guarantees have been duly authorized by each Subsidiary Guarantor; the Offered Securities have been duly authorized; when the Offered Securities are delivered and paid for pursuant to this Agreement, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the General Disclosure Package and the Indenture and, in the case of the Company, such Offered Securities, and in the case of the Subsidiary Guarantors, such Guarantees, will constitute valid and legally binding obligations of the Company and each Subsidiary Guarantor, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
5
(l) Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (m) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as have been obtained and made under the Act and such as may be required under state securities laws. (n) None of the execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof and thereof, will result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. (o) This Agreement has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor. (p) Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and, except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (q) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (r) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (s) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ These excerpts taken from the CHK 8-K filed Jun 30, 2006. Material Adverse Effect”).
(j) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock or similar equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (k) When the Offered Securities are delivered and paid for pursuant to this Agreement on each Closing Date, such Offered Securities will have been duly authorized, validly issued, fully paid and nonassessable; the Offered Securities are consistent with the information in the General Disclosure Package and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities. (l) Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (m) The Offered Securities have been approved for listing on the NYSE, subject to notice of issuance. (n) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the
5
Company, except such as have been obtained and made under the Act and such as may be required under state securities laws. (o) None of the execution, delivery and performance of this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof, will result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. (p) This Agreement has been duly authorized, executed and delivered by the Company. (q) Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and, except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (r) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (s) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (t) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ Material Adverse Effect”).
(j) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock or similar equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (k) When the Offered Securities are delivered and paid for pursuant to this Agreement on each Closing Date, such Offered Securities will have been duly authorized, validly issued, fully paid and will be nonassessable and will be convertible into the Underlying Shares of the Company in accordance with their terms; the Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorized and reserved for issuance upon such conversion and, when issued upon such conversion, will be validly issued, fully paid and nonassessable; the outstanding Underlying Shares have been duly authorized and validly issued, are fully paid and nonassessable; the Offered Securities, and the outstanding Underlying Shares and all other shares of outstanding capital stock for the Company are consistent with the information in the General Disclosure Package and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities, the outstanding Underlying Shares or the Underlying Shares issuable upon conversion of the Offered Securities.
5
(l) Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (m) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as have been obtained and made under the Act and such as may be required under state securities laws. (n) None of the execution, delivery and performance of this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof, will result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. (o) This Agreement has been duly authorized, executed and delivered by the Company. (p) Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and, except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (q) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (r) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (s) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ | EXCERPTS ON THIS PAGE:
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