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• determinations or awards of any court or of any united States or state governmental <br />agency or instrumentality as to which Basin or NCE is in default, and (iii) all <br />conditions which, to the best of the Companies' knowledge, would constitute a <br />violation of or require action to be taken under, any environmental law of a local, <br />state or federal government. <br />ARTICLE III <br />Representations and Warranties of Maxwell <br /> <br />Maxwell makes the following representations and warranties to Basin and <br />NCE: <br />3.1 Organization. Maxwell is a limited liability company duly organized, <br />validly existing and in good standing under the laws of Indiana. <br />3.2 Absence of Conflicts. Neither the execution and delivery of this <br />Agreement by Maxwell or any related agreement to which Maxwell will be a party <br />pursuant hereto, the compliance by Maxwell with the terms and conditions hereof <br />or thereof nor the consummation by Maxwell of the transactions contemplated <br />hereby or thereby will (a) conflict with any of the terms, conditions or provisions of <br />the articles organization, operating agreement or other charter documents of <br />• Maxwell; (b) violate any provision of, or require any consent, authorization or <br />approval under, any law or administrative regulation or any judicial, <br />administrative or arbitration order, award, judgment, writ, injunction or decree <br />applicable to, or any governmental permit or license issued to, Maxwell; or (c) <br />conflict with, result in a breach of, constitute a default under (whether by notice or <br />the lapse of time or both), or accelerate or permit the acceleration of the performance <br />required by, or require any consent, authorization or approval (other than those <br />required to be obtained which have been duly obtained by Maxwell) under, any <br />material indenture, mortgage, lien, lease, agreement or instrument to which <br />Maxwell is a party or by which it is bound. <br />3.3 Power and Authority. Maxwell has the power and authority to execute <br />and deliver this Agreement and to perform its obligations under this Agreement <br />and any related agreement to which Maxwell is or will be a party pursuant hereto <br />and, on the Closing Date, Maxwell shall have taken, or caused to have been taken, <br />all necessary action to authorize the execution, delivery and performance of this <br />Agreement and any related agreement to which Maxwell is or will be a party <br />pursuant hereto and the consummation of the transactions contemplated hereby <br />and thereby. This Agreement constitutes, and upon the execution and delivery by <br />Maxwell of the other agreements between the parties referred to herein or <br />contemplated hereby, such agreements shall constitute, the legal, valid and binding <br />obligations of Marvell, and this Agreement and each such other agreement will be <br /> <br />