Representations and Warranties of HLBE. HLBE represents and warrants to AgStar that the statements contained in this Section 9 are correct and complete as of the date of this Agreement.
Representations and Warranties of HLBE. HLBE represents and warrants to Eco as follows:
Representations and Warranties of HLBE. HLBE represents and warrants to Eco as follows: (a) HLBE is duly organized, validly existing and in good standing under the laws of the state in which HLBE was organized, 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 HLBE, and constitutes the legal, valid and binding obligation of HLBE, enforceable against HLBE in accordance with its terms. HLBE has and shall maintain all requisite power and authority to enter into and perform this Agreement, and all necessary actions and proceedings of HLBE have been taken to authorize the execution, delivery and performance of this Agreement. (c) The execution and performance of this Agreement does not and will not conflict with, breach or otherwise violate any of the terms or provisions of the organizational or governing documents of HLBE or of any agreement, document or instrument to which HLBE is a party or by which HLBE 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 HLBE, threatened, against HLBE that may have a material adverse effect upon the transactions contemplated by this Agreement or HLBE’s ability to perform its duties and obligations under, or to otherwise comply with, this Agreement. (e) HLBE shall have good and marketable title to all ethanol to be delivered hereunder, free and clear of all Encumbrances. (f) HLBE 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 HLBE 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”). (g) H...
