Common use of REPRESENTATIONS AND WARRANTIES OF KEYSTONE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF KEYSTONE. In addition to the representations and warranties set forth elsewhere in this Agreement, Keystone hereby represents and warrants to Seller as follows: (a) Keystone is a limited partnership organized, validly existing and in good standing under the laws of Delaware with full power and authority to enter into this Agreement. Keystone further represents that it is not involved in any litigation with any party which would jeopardize or impair its ability to perform this Agreement. (b) The persons executing and delivering this Agreement on Keystone's behalf are acting pursuant to proper authorization and this Agreement is the valid and binding obligation of Keystone and is enforceable in accordance with its terms. (c) Neither the execution and delivery by Keystone of this Agreement nor the consummation by Keystone of the transactions contemplated hereby is an event which, of itself or with the giving of notice or the passage of time or both, constitutes a violation of or will conflict with or result in any material breach of or any default under the terms, conditions or provisions of any judgment, law, rule or regulation to which Keystone is subject, or of Keystone's organizational documents, or of any agreement or instrument to which Keystone is a party or by which it is bound. (d) The berthing and unloading facilities at the Facility will not require specially designed barges and will be located where a tug and a barge up to 450 feet in length laden to a draft of 20 feet can approach, lie alongside and depart always safely afloat under extreme low tide conditions or in adverse weather. The berthing and unloading facilities will be designed and constructed to withstand the normal forces occurring during the docking, mooring, shifting and unloading of barges carrying no more than 10,000 short tons of coal. The berthing and unloading facilities shall have a barge haul system of sufficient size to move and stop barges safely beneath the unloader and controlled by Keystone.