REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants, as of the Effective Date and the Closing Date as follows:
(a) Genesis is duly organized, validly existing and in good standing in the state of its formation and in the State.
(b) Genesis is duly organized, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania; the execution, delivery and performance by Genesis of this Agreement and the transactions contemplated herein have been duly authorized by all necessary actions and do not contravene or constitute a default or require the further consent of any person under any provision of applicable law or regulation or of the organization documents of Genesis, or of any agreement, judgment, injunction, order, decree or other instrument binding upon Genesis or to which any of its properties are subject; the execution, delivery and performance by Genesis of this Agreement and the other agreements executed or to be executed by Genesis in connection with the transactions contemplated by this Agreement (the "Transaction Documents") require no action by or in respect of, or filing with, any governmental body, agency or official, and no third?party consents are required to consummate this transaction; this Agreement has been duly executed by, and constitutes a valid and binding agreement of Genesis enforceable in accordance with its terms (except as the same may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditor's rights generally), subject to Genesis' receipt of the consents set forth in Exhibit 4.6 below. With respect to such consents as are set forth on Exhibit 4.6, Genesis covenants to use commercially reasonable best efforts to pursue and to obtain such consent to the terms and provisions of this Agreement on a timely basis as contemplated herein.
(c) This Agreement is valid and binding upon Genesis and enforceable against Genesis in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF GENESIS. Except as (i) set forth in the disclosure letter delivered by Genesis to AerCap simultaneously with the execution of this Agreement by Genesis (the “Genesis Disclosure Letter”) (the disclosure in any Section of the Genesis Disclosure Letter shall apply only to the indicated section of this Agreement except to the extent that it is reasonably apparent that such disclosure is relevant to another Section of this Agreement) or (ii) disclosed in Genesis’s SEC Documents filed with or furnished to the SEC on or after January 1, 2007 and prior to the date of this Agreement (excluding any disclosures set forth in any risk factor section or forward-looking statements contained therein), Genesis hereby represents and warrants to AerCap as follows:
REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants to Cogenco as follows:
REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants to Denbury as follows:
6.1 Genesis is a limited partnership duly formed and validly existing under the laws of the State of Delaware. Genesis possesses the legal right, power and authority, and qualifications to conduct its business and own its properties, except where the failure to so possess would not, individually or collectively, have a Material Adverse Effect. Genesis has the legal right, power and authority to execute and deliver this Second Agreement, the Second Assignment and the other Second Master Documents and to perform all of its obligations hereunder and thereunder, including unanimous approval of the transactions by the audit committee of Genesis Energy, Inc., the general partner of Genesis, such audit committee consisting solely of independent directors (the "Audit Committee").
6.2 The execution, delivery and performance by Genesis of this Second Agreement and the other Second Master Documents are within its powers and authority, have been duly authorized by all necessary board of director action on the part of Genesis Energy, Inc. (in its capacity as general partner of Genesis), and by the Audit Committee and do not and will not (i) violate any Governmental Requirement currently in effect having applicability to Genesis, other than violations which would not, individually or collectively, cause a Material Adverse Effect, or (ii) violate Genesis' limited partnership agreement or other governing documents, or (iii) result in a breach of or constitute a default (excluding breaches or defaults which, individually or collectively, would not have a Material Adverse Effect) under any indenture, bank loan, or credit agreement or farm-out agreement, program agreement or operating agreement, or any other agreement or instrument to which Genesis is a party or by which Genesis or its properties may be currently bound or affected.
6.3 Genesis is not in default under any Governmental Requirement, indenture, agreement, or instrument that would reasonably be expected to cause a Material Adverse Effect nor does any fact or condition exist at this time that would reasonably be expected to cause a Material Adverse Effect now or in the future under any Governmental Requirement, indenture, agreement or instrument; and all consents or approvals under such indentures, agreements, and instruments necessary to permit the valid execution, delivery, and performance by Genesis of the Second Master Documents have been obtained.
...
REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis represents and warrants to the Sponsors as follows:
(a) No consent, approval or authorization of, or filing, registration or qualification with, any court, governmental, administrative or judicial authority or regulatory body is required on the part of Genesis for the execution, delivery and performance of this Agreement.
(b) As of the Exercise Date there will be no action or proceeding or investigation pending or, to the best knowledge of Genesis, threatened against Genesis or any of its subsidiaries which, if determined adversely could adversely affect the consummation of the transactions contemplated by this Agreement. There are no actions or proceedings challenging or seeking to restrain, materially limit or prohibit the consummation of the transactions contemplated hereby.
(c) No state takeover statute or similar statute or regulation applies, purports to apply or will, following the occurrence of any event contemplated hereby or otherwise, apply to the transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF GENESIS. 24 4.1 Organization, Etc. of Genesis........................................24 4.2 Capitalization.......................................................24 4.3 Rights to Acquire Genesis Equity Interests...........................24 4.4 Subsidiaries.........................................................24 4.5 Authority............................................................24 4.6 No Default Resulting from Agreement..................................25 4.7 Financial Statements of Genesis; Disclosure..........................25 4.8 Absence of Undisclosed Liabilities...................................26 4.9 Property.............................................................26 4.10
REPRESENTATIONS AND WARRANTIES OF GENESIS. As an inducement to JWCFS to enter into this Agreement and to consummate the transactions contemplated hereby, Genesis represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis represents and warrants to the Sponsors as follows:
REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis represents and warrants to Global that, with respect to the Collateral, Genesis possesses and shall possess at all times while this Security Agreement is in effect, full and complete and unencumbered title to the Collateral, subject only to the rights of Global's security interest described herein.
REPRESENTATIONS AND WARRANTIES OF GENESIS. (a) Genesis is a corporation duly organized under the laws of the State of Nevada, validly existing, and authorized to exercise all its corporate powers, rights and privileges;
(b) Genesis has the corporate power and authority to own and operate its properties and to carry on its businesses now conducted;
(c) Genesis has all requisite legal and corporate power to execute and deliver this Agreement;
(d) Genesis will have at Closing all required legal and corporate power to issue the Genesis Securities called for by this Agreement.
(e) All corporate actions on the part of Genesis necessary for the authorization, execution, delivery and performance of all obligations under this Agreement and for the issuance and delivery of the Genesis Securities has been taken, and this Agreement constitutes a valid obligation of Genesis.
