Common use of Producer’s Representations Clause in Contracts

Producer’s Representations. Producer represents and warrants to Generator as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement or Producer’s use or operation of the Facility or any Licensed Lands as contemplated in this Agreement or any other Project Document, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement or to use or operate the Facility as contemplated in this or any other Project Document.

Producer’s Representations. ‌ Producer represents and warrants to Generator as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement or Producer’s use or operation of the Facility or any Licensed Lands as contemplated in this Agreement or any other Project DocumentAgreement, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and; (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement; and (f) neither the execution, delivery or performance of this Agreement by Producer, nor the consummation by Producer of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to use any Person other than Producer or operate its Affiliates or Generator or its Affiliates any interest or right in or with respect to, the Facility as Coal purchased by Producer or the assets of Generator or its Affiliates, except for the Lien contemplated in by this or any other Project DocumentAgreement to be granted by Producer to Generator.

Producer’s Representations. Producer represents and warrants to Generator as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement or Producer’s use or operation of the Facility or any Licensed Lands as contemplated in this Agreement or any other Project DocumentAgreement, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and; (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement; and (f) neither the execution, delivery or performance of this Agreement by Producer, nor the consummation by Producer of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to use any Person other than Producer or operate its Affiliates or Generator or its Affiliates any interest or right in or with respect to, the Facility as Coal purchased by Producer or the assets of Generator or its Affiliates, except for the Lien contemplated in by this or any other Project DocumentAgreement to be granted by Producer to Generator.

Producer’s Representations. Producer represents and warrants to Generator as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement or Producer’s use or operation of the Facility or any Licensed Lands as contemplated in this Agreement or any other Project DocumentAgreement, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and; (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement; (f) neither the execution, delivery or performance of this Agreement by Producer, nor the consummation by Producer of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to use any Person other than Generator or operate its Affiliates any interest or right in or with respect to, the Facility as Refined Coal or Resold Coal purchased by Generator or the assets of Generator or its Affiliates, or otherwise subject Generator or its Affiliates to any of the liabilities of Producer; and (g) Producer owns good, valid and marketable title to the Refined Coal and Resold Coal purchased by Generator hereunder, free and clear of all Liens, except for any Liens in favor of Third Party suppliers of such Coal and the Lien contemplated by the Project Documents to be granted by Producer to Generator, and, on each purchase date of any such Refined Coal or Resold Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in this or any other favor of Third Party suppliers of such Coal and the Lien contemplated by the Project DocumentDocuments to be granted by Producer to Generator, shall pass to Generator.

Producer’s Representations. ‌ Producer represents and warrants to Generator as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contractcontract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement Agreement, other than any such Governmental Approval, notice, consent, approval, authorization or Producer’s use or order required for the construction and operation of the Facility or any Licensed Lands as contemplated in this Agreement or any Facility, and other Project Document, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement or to use or operate the Facility as contemplated in this or any other Project Document.

Producer’s Representations. Producer represents and warrants to Generator as of the Effective Date hereof and as of the Coal Inventory Closing Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement or Producer’s use or operation of the Facility or any Licensed Lands as contemplated in this Agreement or any other Project DocumentAgreement, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and; (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement; and (f) neither the execution, delivery or performance of this Agreement by Producer, nor the consummation by Producer of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to use any Person other than Producer or operate its Affiliates any interest or right in or with respect to, the Facility as Coal Inventory or the assets of Generator or its Affiliates, except for the Lien contemplated in this or any other by the Project DocumentDocuments to be granted by Producer to Generator.

Producer’s Representations. ‌ Producer represents and warrants to Generator as of the Effective Date hereof and as of the Coal Inventory Closing Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement or Producer’s use or operation of the Facility or any Licensed Lands as contemplated in this Agreement or any other Project DocumentAgreement, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and; (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement; and (f) neither the execution, delivery or performance of this Agreement by Producer, nor the consummation by Producer of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to use any Person other than Producer or operate its Affiliates any interest or right in or with respect to, the Facility as Coal Inventory or the assets of Generator or its Affiliates, except for the Lien contemplated in this or any other by the Project DocumentDocuments to be granted by Producer to Generator.

Producer’s Representations. ‌ Producer represents and warrants to Generator as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement or Producer’s use or operation of the Facility or any Licensed Lands as contemplated in this Agreement or any other Project DocumentAgreement, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and; (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement; (f) neither the execution, delivery or performance of this Agreement by Producer, nor the consummation by Producer of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to use any Person other than Generator or operate its Affiliates any interest or right in or with respect to, the Facility as Refined Coal or Resold Coal purchased by Generator or the assets of Generator or its Affiliates, or otherwise subject Generator or its Affiliates to any of the liabilities of Producer; and (g) Producer owns good, valid and marketable title to the Refined Coal and Resold Coal purchased by Generator hereunder, free and clear of all Liens, except for any Liens in favor of Third Party suppliers of such Coal and the Lien contemplated by the Project Documents to be granted by Producer to Generator, and, on each purchase date of any such Refined Coal or Resold Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in this or any other favor of Third Party suppliers of such Coal and the Lien contemplated by the Project Document.Documents to be granted by Producer to Generator, shall pass to Generator. TERM‌

Producer’s Representations. Producer represents and warrants to Generator as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by Producer have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contractcontract, Governmental Approval or obligation applying to Producer, other than such violations and conflicts that would not reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to Producer in connection with its execution and delivery of, and performance under, this Agreement Agreement, other than any such Governmental Approval, notice, consent, approval, authorization or Producer’s use or order required for the construction and operation of the Facility or any Licensed Lands as contemplated in this Agreement or any Facility, and other Project Document, other than such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) Producer is duly organized, validly existing and in good standing under the laws of the State of Colorado and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and Producer has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (e) there is no pending or, to Producer’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on the ability of Producer to perform its obligations under this Agreement or to use or operate the Facility as contemplated in this or any other Project Document.