Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, represents and warrants to Producer as of the Effective Date as follows: (a) the execution and delivery of, and performance under, this Agreement by it have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to it, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement; (b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; (c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it in connection with its execution and delivery of, and performance under, this Agreement, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement; (d) it is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder; (e) there is no pending or, to its Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement; (f) neither the execution, delivery or performance of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any Person other than Producer or its Affiliates any interest or right in or with respect to, the Coal purchased by Producer or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement to be granted by Producer to Generator; and (g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal, and, on each purchase date of any such Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal and the Lien contemplated by this Agreement to be granted by Producer to Generator, shall pass to Producer.
Appears in 1 contract
Sources: Coal Feedstock Purchase Agreement
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, Generator represents and warrants to Producer as of the Effective Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it Generator have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to itGenerator, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its Generator’s ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its a legal, valid and binding obligationobligation of Generator, enforceable against it Generator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it Generator in connection with its execution and delivery of, and performance under, this Agreement, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it Generator is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it Generator has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;
(e) there is no pending or, to its Generator’s Knowledge, threatened action, suit, investigation, arbitration arbitration, notice of violation or alleged violation, potential rescission, material modification or amendment, or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(f) neither the execution, upon execution and delivery or performance of this Agreement by itit and Producer (and assuming this Agreement is the legal valid and binding obligation of Producer), nor Producer will have a valid license to the consummation by it of Licensed Lands for the transactions contemplated herebylimited purposes and upon the other terms and conditions set forth in this Agreement, will result in the creation subject to no pledge, security interest, lien, levy, charge or imposition of any Lien, Claim, charge, restriction, equity or other similar encumbrance of any kind whatsoever upon, or give to any Person other than Producer or its Affiliates any interest or right in or with respect to, the Coal purchased by Producer or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generatorkind, except for (i) the Lien contemplated by this Agreement to be granted by Producer to GeneratorIndenture, dated October 1, 2010 between Generator and The Bank of New York Mellon, as heretofore and hereinafter supplemented; and
(ii) liens imposed by operation of Law for amounts not yet due and payable;
(g) neither Generator owns good, valid and marketable title nor any of its Affiliates is in violation of any of the terms or conditions of any applicable Law as it pertains to the Coal purchased by Site or the Licensed Lands, and the Site and the Licensed Lands currently are in compliance with all applicable Laws, in either case to the extent such violation or non-compliance would have a material adverse effect on Producer ▇▇▇▇▇▇▇▇▇or the Facility under this Agreement or the ability of Generator to perform its obligations under this Agreement;
(h) except for information that, free and clear upon the advice of Generator’s counsel, is subject to the attorney-client privilege, Generator has furnished or made available to Producer or its agents copies of all Liensenvironmental documents (including environmental site assessment reports, except for environmental audit reports and data from samples collected to evaluate environmental conditions), made available to, or in the possession or control of, it or any Liens of its Affiliates (other than documents solely derived from documents otherwise provided by it), including any auditor’s assessments in favor of Third Party Suppliers of such Coal, and, on each purchase date the possession or control of any such CoalPerson, goodregarding the Site, valid the Licensed Lands, or the Power Plant, in each case to the extent such documents pertain to matters that could reasonably cause liability or risk to the Producer or adversely affect the operation of the Facility;
(i) there has been no release or threat of release of Hazardous Material (as that term is used in the Environmental Indemnity Agreement) from the Site, the Licensed Lands or the Power Plant that (i) could cause liability or risk to the Producer or adversely affect the operation of the Facility and marketable title (ii) has required or will require reporting, investigation or response actions (including remediation) pursuant to such Coalany applicable Laws or that could reasonably give rise to liability pursuant to any applicable Laws; and
(j) none of the Site, free and clear the Licensed Lands, it, its Affiliates or the Power Plant, to the extent that the same could cause liability or risk to the Producer or adversely affect the operation of all Liensthe Facility, except for are subject to any Liens in favor of Third Party Suppliers of such Coal and order, decree, injunction or agreement with any Governmental Body or any other Person relating to or arising under any applicable Law, other than Laws generally affecting the Lien contemplated by this Agreement Power Plant or the Site that may empower the KPSC to dictate how the Power Plant or the Site must be granted by Producer used, operated, maintained, repaired or replaced from time to Generator, shall pass to Producertime.
Appears in 1 contract
Sources: License and Services Agreement
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, Generator represents and warrants to Producer as of the Effective Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it Generator have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to itGenerator, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its Generator’s ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its a legal, valid and binding obligationobligation of Generator, enforceable against it Generator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it Generator in connection with its execution and delivery of, and performance under, this Agreement, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it Generator is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it Generator has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;
(e) there is no pending or, to its Generator’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(f) neither the execution, delivery or performance of this Agreement by itGenerator, nor the consummation by it Generator of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any Person other than Producer or its Affiliates any interest or right in or with respect to, the Coal purchased by Producer or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement to be granted by Producer to Generator; and
(g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal, and, on each purchase date of any such Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal and the Lien contemplated by this Agreement to be granted by Producer to Generator, shall pass to Producer.
Appears in 1 contract
Sources: Coal Feedstock Purchase Agreement
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, represents and warrants to Producer as of the Effective Date and as of the Coal Inventory Closing Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to it, the Power Plant Coal Inventory or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it in connection with its execution and delivery of, and performance under, this Agreement, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;
(e) there is no pending or, to its Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(f) neither the execution, delivery or performance of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any Person other than Producer or its Affiliates any interest or right in or with respect to, the Coal purchased by Producer Inventory or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement the Project Documents to be granted by Producer to Generator; and
(g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇Inventory, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coalthe Coal Inventory, and, on each purchase date of any such Coalthe Coal Inventory Closing Date, good, valid and marketable title to such Coalthe Coal Inventory, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such the Coal Inventory and the Lien contemplated by this Agreement the Project Documents to be granted by Producer to Generator, shall pass to Producer.
Appears in 1 contract
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, represents and warrants to Producer as of the Effective Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to it, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it in connection with its execution and delivery of, and performance under, this Agreement, including its purchase, transportation, handling and use of Refined Coal and Resold Coal as fuel at the Power Plant, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;; and
(e) there is no pending or, to its Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(f) neither the execution, delivery or performance of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any Person other than Producer or its Affiliates any interest or right in or with respect to, the Coal purchased by Producer or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement to be granted by Producer to Generator; and
(g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal, and, on each purchase date of any such Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal and the Lien contemplated by this Agreement to be granted by Producer to Generator, shall pass to Producer.
Appears in 1 contract
Sources: Refined Coal Supply Agreement
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, represents and warrants to Producer as of the Effective Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contractcontract, Governmental Approval or obligation applying to it, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it in connection with its execution and delivery of, and performance under, this Agreement, other than any such notices as may be Governmental Approval, notice, consent, approval, authorization or order required to be given to for the KPSC under applicable Lawoperation of the Facility, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;
(e) there is no pending or, to its Knowledge, threatened action, suit, investigation, arbitration arbitration, or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;; and
(f) neither Generator has no business plan or proposed business plan for the execution, delivery Power Plant or performance of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will result Site in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give response to any Person other than Producer current or its Affiliates any interest anticipated Environmental Law that would have or right in or with respect to, would reasonably be expected to have a material adverse effect on Producer’s rights under the Coal purchased by Producer or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement to be granted by Producer to Generator; and
(g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal, and, on each purchase date of any such Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal and the Lien contemplated by this Agreement to be granted by Producer to Generator, shall pass to ProducerProject Documents.
Appears in 1 contract
Sources: Environmental Indemnity Agreement
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, Generator represents and warrants to Producer as of the Effective Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it Generator have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contractcontract, Governmental Approval or obligation applying to itGenerator, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its Generator’s ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its a legal, valid and binding obligationobligation of Generator, enforceable against it Generator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it Generator in connection with its execution and delivery of, and performance under, this Agreement, other than any such notices as may be Governmental Approval, notice, consent, approval, authorization or order required to be given to for the KPSC under applicable Lawoperation of the Facility, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it Generator is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it Generator has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;
(e) there is no pending or, to its Generator’s Knowledge, threatened action, suit, investigation, arbitration arbitration, or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;; and
(f) neither Generator has no business plan or proposed business plan for the execution, delivery Power Plant or performance of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will result Site in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give response to any Person other than Producer current or its Affiliates any interest anticipated Environmental Law that would have or right in or with respect to, would reasonably be expected to have a material adverse effect on Producer’s rights under the Coal purchased by Producer or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement to be granted by Producer to Generator; and
(g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal, and, on each purchase date of any such Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal and the Lien contemplated by this Agreement to be granted by Producer to Generator, shall pass to ProducerProject Documents.
Appears in 1 contract
Sources: Environmental Indemnity Agreement
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, Generator represents and warrants to Producer as of the Effective Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it Generator have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to itGenerator, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its Generator’s ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its a legal, valid and binding obligationobligation of Generator, enforceable against it Generator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it Generator in connection with its execution and delivery of, and performance under, this Agreement, including its purchase, transportation, handling and use of Refined Coal and Resold Coal as fuel at the Power Plant, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it Generator is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it Generator has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;; and
(e) there is no pending or, to its Generator’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(f) neither the execution, delivery or performance of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any Person other than Producer or its Affiliates any interest or right in or with respect to, the Coal purchased by Producer or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement to be granted by Producer to Generator; and
(g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal, and, on each purchase date of any such Coal, good, valid and marketable title to such Coal, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal and the Lien contemplated by this Agreement to be granted by Producer to Generator, shall pass to Producer.
Appears in 1 contract
Sources: Refined Coal Supply Agreement
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, Generator represents and warrants to Producer as of the Effective Date and as of the Coal Inventory Closing Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it Generator have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to itGenerator, the Power Plant Coal Inventory or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its Generator’s ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its a legal, valid and binding obligationobligation of Generator, enforceable against it Generator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it Generator in connection with its execution and delivery of, and performance under, this Agreement, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it Generator is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it Generator has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;
(e) there is no pending or, to its Generator’s Knowledge, threatened action, suit, investigation, arbitration or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(f) neither the execution, delivery or performance of this Agreement by itGenerator, nor the consummation by it Generator of the transactions contemplated hereby, will result in the creation or imposition of any Lien, Claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any Person other than Producer or its Affiliates any interest or right in or with respect to, the Coal purchased by Producer Inventory or the assets of Producer or its Affiliates, or otherwise subject Producer or its Affiliates to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement the Project Documents to be granted by Producer to Generator; and
(g) Generator owns good, valid and marketable title to the Coal purchased by Producer ▇▇▇▇▇▇▇▇▇Inventory, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coalthe Coal Inventory, and, on each purchase date of any such Coalthe Coal Inventory Closing Date, good, valid and marketable title to such Coalthe Coal Inventory, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such the Coal Inventory and the Lien contemplated by this Agreement the Project Documents to be granted by Producer to Generator, shall pass to Producer.
Appears in 1 contract
Generator’s Representations. Each of ▇▇▇ and LG&E, severally, but not jointly, represents and warrants to Producer as of the Effective Date as follows:
(a) the execution and delivery of, and performance under, this Agreement by it have been duly authorized and do not, and will not, violate or conflict with any charter, bylaw, Law, Contract, Governmental Approval or obligation applying to it, the Power Plant or the Site, other than such violations or conflicts that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(b) subject to the Generator Ancillary Rights (which it represents and warrants do not have an adverse effect on its ability to enter into and perform all of its obligations under this Agreement), this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar Laws affecting the enforcement of creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending;
(c) no Governmental Approval from, notice to, consent, approval, authorization or order of any court or other Governmental Body or Third Party not already given or obtained and in full force and effect is required with respect to it in connection with its execution and delivery of, and performance under, this Agreement, other than such notices as may be required to be given to the KPSC under applicable Law, and other such Governmental Approvals, notices, consents, approvals, authorizations or orders the failure of which to file, obtain or give would not reasonably be expected to have a material adverse effect on its ability to perform under this Agreement;
(d) it is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and is authorized to do business in each jurisdiction necessary for it to perform its obligations under this Agreement, and it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder;
(e) there is no pending or, to its Knowledge, threatened action, suit, investigation, arbitration arbitration, notice of violation or alleged violation, potential rescission, material modification or amendment, or other proceeding that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
(f) neither the execution, upon execution and delivery or performance of this Agreement by itit and the other Parties hereto (and assuming this Agreement is the legal valid and binding obligation of Producer), nor Producer will have a valid license to the consummation by it of Licensed Lands for the transactions contemplated herebylimited purposes and upon the other terms and conditions set forth in this Agreement, will result in the creation subject to no pledge, security interest, lien, levy, charge or imposition of any Lien, Claim, charge, restriction, equity or other similar encumbrance of any kind whatsoever uponkind, except for (i) the Indenture, dated October 1, 2010 between LG&E and The Bank of New York Mellon, as heretofore and hereinafter supplemented; (ii) the Indenture, dated October 1, 2010 between ▇▇▇ and The Bank of New York Mellon, as heretofore and hereinafter supplemented; and (iii) liens imposed by operation of Law for amounts not yet due and payable;
(g) neither it nor any of its Affiliates is in violation of any of the terms or give conditions of any applicable Law as it pertains to any Person other than the Site or the Licensed Lands, and the Site and the Licensed Lands currently are in compliance with all applicable Laws, in either case to the extent such violation or non-compliance would have a material adverse effect on Producer or the Facility under this Agreement or the ability of LG&E or ▇▇▇ to perform its obligations under this Agreement;
(h) except for information that, upon the advice of its counsel, is subject to the attorney-client privilege, it has furnished or made available to Producer or its Affiliates any interest or right in or with respect agents copies of all environmental documents (including environmental site assessment reports, environmental audit reports and data from samples collected to evaluate environmental conditions), made available to, or in the Coal purchased possession or control of, it or any of its Affiliates (other than documents solely derived from documents otherwise provided by it), including any auditor’s assessments in the possession or control of any such Person, regarding the Site, the Licensed Lands, or the Power Plant, in each case to the extent such documents pertain to matters that could reasonably cause liability or risk to the Producer or adversely affect the assets operation of the Facility;
(i) there has been no release or threat of release of Hazardous Material (as that term is used in the Environmental Indemnity Agreement) from the Site, the Licensed Lands or the Power Plant that (i) could cause liability or risk to the Producer or its Affiliatesadversely affect the operation of the Facility and (ii) has required or will require reporting, investigation or otherwise subject Producer or its Affiliates response actions (including remediation) pursuant to any of the Liabilities of Generator, except for the Lien contemplated by this Agreement applicable Laws or that could reasonably give rise to be granted by Producer liability pursuant to Generatorany applicable Laws; and
(gj) Generator owns goodnone of the Site, valid and marketable title the Licensed Lands, it, its Affiliates or the Power Plant, to the Coal purchased by extent that the same could cause liability or risk to the Producer ▇▇▇▇▇▇▇▇▇or adversely affect the operation of the Facility, free and clear of all Liensare subject to any order, except for decree, injunction or agreement with any Liens in favor of Third Party Suppliers of such CoalGovernmental Body or any other Person relating to or arising under any applicable Law, andother than Laws generally affecting the Power Plant or the Site that may empower the KPSC to dictate how the Power Plant or the Site must be used, on each purchase date of any such Coaloperated, goodmaintained, valid and marketable title repaired or replaced from time to such Coal, free and clear of all Liens, except for any Liens in favor of Third Party Suppliers of such Coal and the Lien contemplated by this Agreement to be granted by Producer to Generator, shall pass to Producertime.
Appears in 1 contract
Sources: License and Services Agreement