Representations and Warranties of US BioEnergy. US BioEnergy represents and warrants to Superior Corn that the statements contained in this Article III are correct and complete in all material respects as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made on the Closing Date), except as set forth in the US BioEnergy Disclosure Schedule attached hereto (the “US BioEnergy Disclosure Schedule”). Nothing in the US BioEnergy Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the US BioEnergy Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself).
Representations and Warranties of US BioEnergy. US BioEnergy hereby represents and warrants to the Shareholder as follows: US BioEnergy has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by US BioEnergy and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of US BioEnergy. This Agreement has been duly executed and delivered by US BioEnergy and, assuming due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation of US BioEnergy, enforceable against US BioEnergy in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery by US BioEnergy of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien on any properties or other assets of US BioEnergy under, (i) any provision of the Second Amended and Restated Articles of Incorporation or the Second Amended and Restated Bylaws of US BioEnergy (in each case as amended to the date of this Agreement), (ii) any Contract applicable to US BioEnergy or any of its Subsidiaries or their respective properties or other assets or (iii) subject to the filings and other matters referred to in the last sentence of this Section 2, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to US BioEnergy or any of its properties or other assets, except in the case of each of clauses (ii) and (iii), as are not, individually or in the aggregate, reasonably likely to (x) have a Material Adverse Effect on US BioEnergy, (y) impair the ability of US BioEnergy to perform its obligations under this Agreement or (z) prevent or materially impede or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or ...
Representations and Warranties of US BioEnergy. Except (i) as disclosed in the US BioEnergy SEC Documents filed by US BioEnergy with, or furnished by US BioEnergy to, the SEC and publicly available prior to the date of this Agreement (the “US BioEnergy Filed SEC Documents”) other than (x) risk factor disclosure contained in any US BioEnergy Filed SEC Documents under the headings “Risk Factors”, “Forward Looking Statements” or any similar sections and (y) any disclosure of risks that are predictive, forward looking or primarily cautionary in nature or (ii) as set forth in the disclosure schedule (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure schedule relates; provided, however, that any information set forth in one section of the US BioEnergy Disclosure Schedule shall be deemed to apply to each other Section or subsection thereof to which its relevance is readily apparent on its face) delivered by US BioEnergy to VeraSun prior to the execution of this Agreement (the “US BioEnergy Disclosure Schedule”), US BioEnergy represents and warrants to VeraSun as follows:
