Common use of REPRESENTATIONS AND WARRANTIES OF GOLD Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GOLD. Gold represents and warrants to Producer, both as of the date of this Agreement and again with each Accepted Purchase Order, as follows: a. Gold is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has and shall maintain all requisite power and authority to own or otherwise hold and use its property and carry on its business, except, in each case, where the failure to be or do so could not reasonably be expected to have a material and adverse effect upon the transactions contemplated by this Agreement. b. This Agreement has been duly authorized, executed and delivered by Gold, and constitutes the legal, valid and binding obligation of Gold, enforceable against Gold in accordance with its terms. Gold has and shall maintain all requisite power and authority to enter into and perform this Agreement, and all necessary actions and proceedings of Gold 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 Gold or of any material agreement, document or instrument to which Gold is a party or by which Gold or any of its assets or properties are bound. d. There is no civil, criminal or other litigation, action, suit, investigation, claim or demand pending or, to the knowledge of Gold, threatened, against Gold, which could reasonably be expected to have a material adverse effect upon the transactions contemplated by this Agreement or Gold’s ability to perform its duties and obligations under, or to otherwise comply with, this Agreement.

REPRESENTATIONS AND WARRANTIES OF GOLD. Gold represents and warrants to Producer, both as of the date of this Agreement and again with each Accepted Purchase Order, as follows: a. Gold is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has and shall maintain all requisite power and authority to own or otherwise hold and use its property and carry on its business, except, in each case, where the failure to be or do so could not reasonably be expected to have a material and adverse effect upon the transactions contemplated by this Agreement. b. This Agreement has been duly authorized, executed and delivered by Gold, and constitutes the legal, valid and binding obligation of Gold, enforceable against Gold in accordance with its terms. Gold Xxxx has and shall maintain all requisite power and authority to enter into and perform this Agreement, and all necessary actions and proceedings of Gold 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 Gold or of any material agreement, document or instrument to which Gold is a party or by which Gold or any of its assets or properties are bound. d. There is no civil, criminal or other litigation, action, suit, investigation, claim or demand pending or, to the knowledge of Gold, threatened, against Gold, which could reasonably be expected to have a material adverse effect upon the transactions contemplated by this Agreement or Gold’s ability to perform its duties and obligations under, or to otherwise comply with, this Agreement.