Representations and Warranties of Eco. Eco represents and warrants to Agri-Energy as follows:
Representations and Warranties of Eco. Eco represents and warrants to HLBE as follows: (a) Eco is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee, and has and shall maintain all requisite power and authority to own or otherwise hold and use its property and carry on its business as now conducted and as to be conducted pursuant to this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Eco, and constitutes the legal, valid and binding obligation of Eco, enforceable against Eco in accordance with its terms. Eco has and shall maintain all requisite power and authority to enter into and perform this Agreement, and all necessary actions and proceedings of Eco have been taken to authorize the execution, delivery and performance of this Agreement. (c) The execution and performance of this Agreement do not and will not conflict with, breach or otherwise violate any of the terms or provisions of the organizational or governing documents of Eco or of any agreement, document or instrument to which Eco is a party or by which Eco or any of its assets or properties are bound. (d) There is no civil or criminal action or other litigation, action, suit, investigation, claim or demand pending or, to the knowledge of Eco, threatened, against Eco that may have a material adverse effect upon the transactions contemplated by this Agreement or Eco’s ability to perform its duties and obligations under, or to otherwise comply with, this Agreement. (e) Eco is now in compliance with all applicable federal, state, local and foreign laws, ordinances, orders, rules and regulations (collectively, “Laws”), other than Laws where neither the costs or potential costs of failing to comply, nor the costs or potential costs of causing compliance, would be material to Eco or its business or assets. The definition of Laws set forth above includes, without limitation, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Air Act, the Federal Water Pollution Control Act of 1986, the Emergency Planning and Community Right-to-Know Act of 1986, the Occupational Safety and Health Act, the Resource Conservation and Recovery Act, any state equivalent thereof and all other laws related to the protection of the environment (“Environmental Laws”). (f) Eco has not withheld from HLBE any material facts relating to Eco’s ethanol marketing capabilities, and/or relating to the business operations...
Representations and Warranties of Eco. Eco represents and warrants to HLBE as follows:
Representations and Warranties of Eco. 5 2.1 Organization and Standing.......................................... 5
Representations and Warranties of Eco. Except as set forth in a letter dated the date of this Agreement and delivered by ECo to CCo concurrently herewith (the "ECo Disclosure Letter"), ECo hereby represents and warrants to, and agrees with, CCo that:
Representations and Warranties of Eco. ECO represents and warrants to the Shareholders and EETA as follows:
Representations and Warranties of Eco. Except as set forth in the disclosure schedules attached hereto, and except as disclosed in the ECO Financial Statements, ECO represents and warrants to USR, and acknowledges that USR is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of USR, as follows:
Representations and Warranties of Eco. ECO represents and warrants to the Company that the statements contained in this §2(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §2(a)).
Representations and Warranties of Eco. Eco represents and warrants to Lincolnway as follows: ___________________________________ *Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission.
Representations and Warranties of Eco. Eco represents and warrants to LWE as follows:
