Common use of Representations of Owner Clause in Contracts

Representations of Owner. In order to induce Manager to enter into this Agreement, Owner does hereby make the following representations and warranties: (a) the execution of this Agreement is permitted by the Limited Liability Company Agreement of Owner and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Owner enforceable in accordance with the terms hereof; (b) there is no claim, litigation, proceeding or governmental investigation pending, or as far as is known to Owner, threatened, against or relating to Owner, the properties or business of Owner or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially and adversely affect the ability of Owner to enter into this Agreement or to carry out its obligations hereunder, and there is no basis for any such claim, litigation, proceedings or governmental investigation, except as has been fully disclosed in writing to Manager; and (c) neither the consummation of the transactions contemplated by this Agreement by this Agreement on the part of Owner to be performed nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Owner is a party or by which it is bound.

Representations of Owner. In order OWNER represents and warrants to induce Manager to enter into this Agreement, Owner does hereby make the following representations and warrantiesUBEM as follows: (a) OWNER is a limited liability company duly organized, validly existing and in good standing under the execution laws of the State under which OWNER was organized, and has and shall maintain all requisite power and authority to own its property and carry on its business as now conducted and as to be conducted pursuant to this Agreement is permitted by the Limited Liability Company Agreement of Owner and this Agreement. (b) This Agreement has been duly authorized, executed and delivered by OWNER, and constitutes the legal, valid and binding obligation of Owner OWNER, enforceable in accordance with its terms. OWNER has and shall maintain all requisite power and authority to enter into and perform this Agreement, and all necessary actions and proceedings of OWNER 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 hereof;or provisions of the organizational or governing documents of OWNER or of any agreement, document or instrument to which OWNER is a party or by which OWNER or any of its assets or properties are bound. (bd) there There is no claimcivil, criminal or other litigation, proceeding action, suit, investigation, claim or governmental investigation demand pending, or as far as is known or, to Ownerthe knowledge of OWNER, threatenedthreatened against OWNER, against or relating to Owner, the properties or business of Owner or which may have a material adverse effect upon the transactions contemplated by this Agreement which doesor OWNER’s ability to perform its duties and obligations under, or may reasonably be expected toto otherwise comply with, materially this Agreement; (e) OWNER shall, at all times, have a General Manager who shall have and adversely affect the ability of Owner to enter into this Agreement or to carry out its obligations hereundermaintain substantial expertise in, and there is no basis for any such claim, litigation, proceedings or governmental investigation, except as has been fully disclosed in writing to Manager; and (c) neither the consummation of the transactions contemplated by this Agreement by this Agreement on the part of Owner to be performed nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions knowledge of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Owner is a party or by which it is bound(i) the management and operation of ethanol production facilities such as the Plant and (ii) production processes such as the Production Process.

Representations of Owner. In order to induce Manager Operator to enter into this Agreement, Owner does hereby make the following representations and warranties: (a) that Owner is the owner of the Hotel and Property; (b) the execution of this Agreement is permitted by the Limited Liability Company Agreement operative agreement of Owner and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Owner enforceable in accordance with the terms hereof; (bc) there is no claim, litigation, proceeding or governmental investigation pending, or as far as is known to Owner, threatened, against or relating to Owner, the properties or business of Owner or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially and adversely affect the ability of Owner to enter into this Agreement or to carry out its obligations hereunder, and there is no basis for any such claim, litigation, proceedings or governmental investigation, except as has been fully disclosed in writing to ManagerOperator; and (cd) neither the consummation of the transactions contemplated by this Agreement by this Agreement on the part of Owner to be performed nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Owner is a party or by which it is bound.

Representations of Owner. In order to induce Manager to enter into this Agreement, Owner does hereby make the following representations and warranties: (a) the execution of this Agreement is permitted by the Limited Liability Company Agreement organizational documents of Owner and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Owner enforceable in accordance with the terms hereof; (b) there is no claim, litigation, proceeding or governmental investigation pending, or as far as is known to Owner, threatened, against or relating to Owner, the properties or business of Owner or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially and adversely affect the ability of Owner to enter into this Agreement or to carry out its obligations hereunder, and there is no basis for any such claim, litigation, proceedings or governmental investigation, except as has been fully disclosed in writing to Manager; and (c) neither the consummation of the transactions contemplated by this Agreement by this Agreement on the part of Owner to be performed nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Owner is a party or by which it is bound.