Common use of Representations and Warranties by Both Parties Clause in Contracts

Representations and Warranties by Both Parties. Each Party represents and warrants to the other Party (which representations and warranties are deemed to be repeated by each Party on each Transfer Date) that: (a) It has the corporate and legal capacity, authority, and power, and all governmental and other licenses, authorizations, permits, consents, contracts and other approvals (if any), necessary to execute, deliver, and perform this Agreement (“Required Authorizations”), and has complied with any conditions to the Required Authorizations applicable to the execution, delivery and performance of this Agreement, and states that such Required Authorizations shall remain in full force and effect until its obligations under this Agreement have been fulfilled; (b) It is a registered user of EMTS and has completed any registration required by the RFS Program; (c) This Agreement and each Transaction, and such Party’s performance of them, is in compliance with the RFS Program; (d) Its obligations pursuant to this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (e) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement and, if applicable, each Credit Support Document and, with respect to any particular Transaction, in the applicable Confirmation; (f) It has entered into this Agreement and each Transaction as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has a full understanding of the material terms and risks of this Agreement and each Transaction, has made its own independent decision to enter into this Agreement and each Transaction and as to whether this Agreement and each Transaction is appropriate or suitable for it based upon its own judgment and upon advice from such advisors as it has deemed necessary and it is capable of assuming those risks; (g) It has made its trading and investment decisions, including regarding the suitability thereof, based upon its own judgment and any advice from such advisors, as it has deemed necessary and not in reliance upon any view expressed by the other Party and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice) this Agreement and each Transaction, understands and accepts the terms, conditions and risks of this Agreement and each Transaction, and is capable of assuming, and assumes, the risks of this Agreement and each Transaction; (h) In respect of this Agreement and any Transaction, each Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity for or on the other Party’s behalf and (iii) has not given to the other Party any assurance or guarantee as to the expected performance or result of this Agreement or any Transaction; and (i) The Parties intend that each Transaction shall be physically settled.

Representations and Warranties by Both Parties. Each Party represents and warrants to the other Party (which representations and warranties are deemed to be repeated by each Party on each Transfer Date) that: (a) It has the corporate and legal capacity, authority, and power, and all governmental and other licenses, authorizations, permits, consents, contracts and other approvals (if any), necessary to execute, deliver, execute and perform this Agreement (“Required Authorizations”), and has complied with any conditions to the Required Authorizations applicable to the execution, delivery and performance of this Agreement, and states that such Required Authorizations shall remain in full force and effect until its obligations under this Agreement have been fulfilled; (b) It is a registered user of EMTS and has completed any registration required by the RFS Program; (c) This Agreement and each TransactionAgreement, and such Party’s performance of themperformance, is in compliance with the RFS Program; (d) Its obligations pursuant to this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawapplication); (e) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement and, if applicable, each or any Credit Support Document and, with respect to any particular Transaction, in the applicable ConfirmationDocument; (f) It has entered into this Agreement and each Transaction as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise)principal, has a full understanding of the material terms and risks of this Agreement and each TransactionAgreement, has made its own independent decision to enter into this Agreement and each Transaction and as to whether this Agreement and each Transaction is appropriate or suitable for it based upon its own judgment and upon advice from such advisors as it has deemed necessary and it is capable of assuming those risks; (g) It has made its trading and investment decisions, including regarding the suitability thereof, based upon its own judgment and any advice from such advisors, as it has deemed necessary and not in reliance upon any view expressed by the other Party and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice) this Agreement and each Transaction, understands and accepts the terms, conditions and risks of this Agreement and each Transaction, and is capable of assuming, and assumes, the risks of this Agreement and each Transaction; (h) In respect of this Agreement and any Transaction, each Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity for or on the other Party’s behalf and (iii) has not given to the other Party any assurance or guarantee as to the expected performance or result of this Agreement or any Transaction; and (ig) The Parties intend that each Transaction Volume shall be physically settled.

Representations and Warranties by Both Parties. Each Party of Bionutrics and Nostrum hereby represents and warrants to the other Party (which representations and warranties are deemed to be repeated by each Party on each Transfer Date) party that: (ai) It has it is a corporation duly organized and validly existing under the corporate and legal capacity, authority, and power, and all governmental and laws of the state or other licenses, authorizations, permits, consents, contracts and other approvals jurisdiction of incorporation or formation; (if any), necessary to execute, deliver, and perform this Agreement (“Required Authorizations”), and has complied with any conditions to the Required Authorizations applicable to ii) the execution, delivery and performance of this Agreement, and states that Agreement by such Required Authorizations shall remain in full force and effect until its obligations under this Agreement have party has been fulfilledduly authorized by all requisite corporate action; (biii) It is a registered user of EMTS it has all requisite power and has completed any registration required by the RFS Programauthority to execute and deliver this Agreement and to perform its obligations hereunder; (civ) This the execution, delivery and performance by such party of this Agreement and each Transaction, and such Party’s performance of them, is in its compliance with the RFS Programterms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (dv) Its obligations pursuant except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement constitute its by such party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party; (vi) this Agreement constitutes such party’s legal, valid and binding obligations, obligation enforceable against it in accordance with their respective its terms (subject subject, as to applicable enforcement, to bankruptcy, reorganization, insolvency, moratorium reorganization and other laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (e) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement and, if applicable, each Credit Support Document and, with respect to any particular Transaction, in the applicable Confirmation; (f) It has entered into this Agreement and each Transaction as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has a full understanding of the material terms and risks of this Agreement and each Transaction, has made its own independent decision to enter into this Agreement and each Transaction and as to whether this Agreement and each Transaction is appropriate or suitable for it based upon its own judgment and upon advice from such advisors as it has deemed necessary and it is capable of assuming those risks; (g) It has made its trading and investment decisions, including regarding the suitability thereof, based upon its own judgment and any advice from such advisors, as it has deemed necessary and not in reliance upon any view expressed by the other Party and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice) this Agreement and each Transaction, understands and accepts the terms, conditions and risks of this Agreement and each Transaction, and is capable of assuming, and assumes, the risks of this Agreement and each Transaction; (h) In respect of this Agreement and any Transaction, each Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity for or on the other Party’s behalf and (iii) has not given to the other Party any assurance or guarantee as to the expected performance or result availability of this Agreement or any Transactionparticular remedies under general equity principles; and (ivii) The Parties intend that each Transaction it shall be physically settledcomply with all applicable material laws, rules and regulations relating to the performance of its obligations relating to the Product(s) under this Agreement.

Representations and Warranties by Both Parties. Each Party of the parties hereto hereby represents and warrants that each of the following statements is true, accurate and complete as to such party as of the other Party (which representations and warranties are deemed to be repeated by each Party on each Transfer Date) thatdate hereof: (a) It Such party has carefully read and fully understood all of the terms and conditions of this Agreement; (b) Such party has consulted with, or had a full and fair opportunity to consult with, an attorney regarding the terms and conditions of this Agreement; (c) Such party has had a full and fair opportunity to participate in the drafting of this Agreement; (d) Such party is freely, voluntarily, knowingly and intelligently entering into this Agreement; (e) In entering into this Agreement, such party has not relied upon any representation, warranty, covenant or agreement not expressly set forth herein; (f) This Agreement has been duly authorized and validly executed and delivered by such party and constitutes each such party's legal, valid and binding obligation, enforceable in accordance with its terms; (g) Such party is duly organized, validly existing and in good standing under the laws of its state of incorporation and has the corporate full power and legal capacityauthority to execute this Agreement, authority, and power, and all governmental and other licenses, authorizations, permits, consents, contracts and other approvals (if any), necessary to execute, deliverconsummate the transactions contemplated hereby, and perform this Agreement its obligations hereunder; and (“Required Authorizations”)h) Such party is not subject to any restriction, and has complied agreement or law, order, writ, injunction, decree, rule or regulation of any court, administrative agency or other governmental authority that, with any conditions to or without the Required Authorizations applicable to giving of notice, the passage of time or both, would prohibit, contravene, be violated by, or be inconsistent with the execution, delivery and performance of this Agreement, and states that by such Required Authorizations shall remain in full force and effect until its obligations under this Agreement have been fulfilled; (b) It is a registered user of EMTS and has completed any registration required by the RFS Program; (c) This Agreement and each Transaction, and such Party’s performance of them, is in compliance with the RFS Program; (d) Its obligations pursuant to this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (e) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement and, if applicable, each Credit Support Document and, with respect to any particular Transaction, in the applicable Confirmation; (f) It has entered into this Agreement and each Transaction as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has a full understanding of the material terms and risks parties of this Agreement and each Transaction, has made its own independent decision to enter into this Agreement and each Transaction and as to whether this Agreement and each Transaction is appropriate the consummation of the transaction effected hereby or suitable for it based upon its own judgment and upon advice from such advisors as it has deemed necessary and it is capable of assuming those risks; (g) It has made its trading and investment decisions, including regarding the suitability thereof, based upon its own judgment and any advice from such advisors, as it has deemed necessary and not in reliance upon any view expressed by the other Party and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice) this Agreement and each Transaction, understands and accepts the terms, conditions and risks of this Agreement and each Transaction, and is capable of assuming, and assumes, the risks of this Agreement and each Transaction; (h) In respect of this Agreement and any Transaction, each Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity for or on the other Party’s behalf and (iii) has not given to the other Party any assurance or guarantee as to the expected performance or result of this Agreement or any Transaction; and (i) The Parties intend that each Transaction shall be physically settledcontemplated herein.