Common use of Buyer Representations Clause in Contracts

Buyer Representations. Buyer hereby represents and warrants that: (a) It is a general partnership duly formed, validly and existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary partnership action; (c) This Agreement is a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) application of general principals of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Buyer's obligations hereunder which Buyer has reason to believe that it will be unable to obtain in due course. (e) Neither the execution and delivery of this Agreement by Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the Partnership Agreement of Buyer or any Contractual Obligation of Buyer or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any Contractual Obligation of the Buyer.

Buyer Representations. Buyer hereby represents and warrants to Seller that: (ai) It Buyer acknowledges and agrees that Seller is entering into the Agreement in reliance on the regulations affecting directly or directly or indirectly the Oil sold under the Agreement in effect on the date of the Agreement. Such regulations include, but are not limited to, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading or delivery of the Oil to the extent such regulations affect the Seller or the Seller’s suppliers(s). ii) Buyer is a general partnership Delaware limited liability company duly formed, organized and validly and existing and in good standing under the laws of the state jurisdiction of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.organization; (biii) The execution and delivery of this Agreement and the performance of its obligations hereunder have has been duly authorized by all necessary partnership action; (c) This Agreement is a corporate or other action of Buyer; and constitutes the legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) application of general principals of equity (regardless of whether considered in a proceeding in equity or at law); (div) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Buyer's obligations hereunder which Buyer has reason to believe that it will be unable to obtain in due course. (e) Neither neither the execution and delivery of this Agreement by Buyer nor compliance the performance by Buyer of its obligations hereunder will conflict with or result in any breach of, or constitute a violation of or default under, any applicable law, its charter or by-laws. v) unless permitted as set forth herein or otherwise specifically agreed, Buyer is purchasing the Oil hereunder exclusively for its own use; vi) no lawsuit or other proceeding is pending or, to the knowledge of Buyer, threatened against Seller which, if determined adversely to Buyer, may materially and adversely affect its business or financial condition or the consummation of the transactions contemplated by, or the performance of its obligations under, this Agreement; and no action or proceeding has been instituted, and no order, decree, injunction or judgment of any kind from any court or other governmental authority has been issued, to avoid, restrain or in any other manner prevent the consummation of the transactions contemplated by this Agreement vii) Buyer has not been contacted by or negotiated with any finder, broker or other intermediary for the purchase of the terms Oil and provisions hereof (ino such person is entitled to any compensation with respect to this Agreement or the sale of Oil hereunder; and viii) conflicts withnone of Buyer’s directors, breaches employees or contravenes agents has given or will give any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement, it being agreed that representatives of Seller may audit the provisions of the Partnership Agreement applicable records of Buyer or any Contractual Obligation solely for the purpose of Buyer or (iidetermining whether there has been compliance with this Section a) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any Contractual Obligation of the Buyerthis Clause.

Buyer Representations. Buyer hereby represents and warrants thatmakes the following representations to Seller: (a) It is a general partnership limited liability company duly formedorganized, validly and existing existing, and in good standing under the laws of Delaware and is duly authorized and qualified to conduct business in all jurisdictions in which the state nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance of its formation and obligations under this Agreement; (b) It has all requisite power and authority to enter into conduct its business and execute and deliver this Agreement, to Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby.in accordance with its terms; (bc) The execution execution, delivery, and delivery performance of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary partnership action; (c) This requisite action and this Agreement is a constitutes the legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) application of general principals of equity (regardless of whether considered in a proceeding in equity or at law); (d) Neither the execution, delivery or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer; (e) To the best knowledge of Buyer, Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreement; (f) It is the holder of all Governmental Authorizations required to operate and conduct its business now and as of the date of execution hereofcontemplated by this Agreement, no Governmental Approval (other than any Governmental Approvals Authorizations which have been previously will be timely obtained in accordance with the terms of this Agreement, if any; (g) There is no pending controversy, legal action, arbitration proceeding, administrative proceeding or disclosed, in writing, to Seller) is required to authorizeinvestigation instituted, or is required in connection with to the executionbest of Buyer’s knowledge threatened, delivery against or affecting, or that could affect, the legality, validity and performance enforceability of this Agreement or the performance by Buyer of Buyer's its obligations hereunder which in any material respect, nor does Buyer know of any basis for any such controversy, action, proceeding or investigation; and (h) It has reason to believe that it will be unable to obtain in due coursecarefully studied and reviewed this Agreement, including all Attachments, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisions. (ei) Neither the execution Buyer acknowledges and delivery of agrees that this Agreement by Buyer nor compliance by Buyer with any of is a “Forward Contract” as defined in the terms Bankruptcy Code and provisions hereof (i) conflicts with, breaches or contravenes that each party is a “Forward Contract Merchant” as defined the provisions of Bankruptcy Code. BUYER REPRESENTS THAT IT IS AN “ELIGIBLE CONTRACT PARTICIPANT” as defined in the Partnership Agreement of Buyer or any Contractual Obligation of Buyer or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any Contractual Obligation of the BuyerCOMMODITY EXCHANGE ACT.

Buyer Representations. As of the date hereof, Buyer hereby represents and warrants to Seller that: (a) 10.2.1. It is a general partnership corporation duly formedorganized, validly and existing and in good standing under the laws of Poland, is qualified to do business in all jurisdictions in which the state nature of the business conducted by it makes such qualification necessary and where failure to so qualify would have a material adverse effect on its formation and has all requisite power and authority ability to enter into perform this Agreement. 10.2.2. To its best knowledge, it is not in violation of any Applicable Laws or judgment entered by any Governmental Authority which violation would materially and adversely affect its performance of any obligations under this Agreement. There are no legal or arbitration actions, suits, proceedings or investigations pending or threatened against it, at law or in equity before any court or before any federal, state or municipal agency or claims against it which, if adversely determined, could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder and to consummate the transactions contemplated herebyunder this Agreement. 10.2.3. It is (bor shall be prior the date required by Applicable Laws) The the holder of all governmental consents, licenses, permits, or other authorizations required to permit it to operate or conduct its business now and as contemplated by this Agreement. 10.2.4. None of the execution and delivery of this Agreement Agreement, the consummation of the transactions herein contemplated, or compliance with the terms and provisions hereof and thereof shall conflict with or result in a breach of, or require any consent under, the performance charter or by-laws of Buyer, or any Applicable Laws or regulation, or any order, writ, injunction or decree of any court, or any agreement or instrument to which Buyer is a party or by which it is bound or to which it is subject, or constitute a default under any such agreement or instrument. 10.2.5. It has all necessary power and authority to execute, deliver and perform its obligations hereunder under this Agreement; the execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action; (c) This Agreement is a legal, valid action on its part; and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) application of general principals of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Buyer's obligations hereunder which Buyer has reason to believe that it will be unable to obtain in due course. (e) Neither the execution been duly and delivery of this Agreement validly executed and delivered by Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the Partnership Agreement of Buyer or any Contractual Obligation of Buyer or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any Contractual Obligation of the Buyer.