Representations and Warranties of Gas Purchaser. Gas Purchaser hereby makes the following representations and warranties to MMGA:
i. Gas Purchaser is a joint action agency created and existing pursuant to the provisions of laws of the State of Kansas, duly organized and validly existing under the laws of the State of Kansas, and has the corporate power and authority to enter into and perform its obligations under this Agreement.
ii. The execution, delivery, and performance by Gas Purchaser of this Agreement have been duly authorized by the governing body of Gas Purchaser and do not and will not require, subsequent to the execution of this Agreement by Gas Purchaser, any consent or approval of the governing body or any officers of Gas Purchaser.
iii. This Agreement is the legal, valid, and binding obligation of Gas Purchaser, enforceable in accordance with its terms, except as such enforceability may be subject to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights heretofore or hereafter enacted, to the extent constitutionally applicable.
iv. As of the date of this Agreement, there is no pending or, to Gas Purchaser’s knowledge, threatened action or proceeding affecting Gas Purchaser which purports to affect the legality, validity, or enforceability of this Agreement.
v. Gas Purchaser shall deliver to MMGA as a condition precedent to MMGA’s execution of this Agreement an opinion letter of counsel to Gas Purchaser in substantially the form set forth in Exhibit F.
vi. Gas Purchaser shall deliver to MMGA as a condition precedent to MMGA’s execution of this Agreement the Closing Certificate in substantially the form set forth in Exhibit H.
Representations and Warranties of Gas Purchaser. Gas Purchaser hereby makes the following representations and warranties to [Issuer]:
(a) Gas Purchaser is a [ ] created and existing pursuant to the provisions of laws of the State of [ ], duly organized and validly existing under the laws of the State of [ ], and has the corporate power and authority to enter into and perform its obligations under this Agreement.
(b) The execution, delivery, and performance by Gas Purchaser of this Agreement have been duly authorized by the governing body of Gas Purchaser and do not and will not require, subsequent to the execution of this Agreement by Gas Purchaser, any consent or approval of the governing body or any officers of Gas Purchaser.
(c) This Agreement is the legal, valid, and binding obligation of Gas Purchaser, enforceable in accordance with its terms, except as such enforceability may be subject to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights heretofore or hereafter enacted, to the extent constitutionally applicable.
(d) As of the date of this Agreement, there is no pending or, to Gas Purchaser’s knowledge, threatened action or proceeding affecting Gas Purchaser which purports to affect the legality, validity, or enforceability of this Agreement.
(e) Gas Purchaser shall deliver to [Issuer]as a condition precedent to [Issuer]’s execution of this Agreement an opinion letter of counsel to Gas Purchaser in substantially the form set forth in Exhibit F.
(f) Gas Purchaser shall deliver to [Issuer]as a condition precedent to [Issuer]’s execution of this Agreement the Closing Certificate in substantially the form set forth in Exhibit H.
