Common use of CONTRACTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

CONTRACTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Contractor represents and warrants: (i) it is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware; (ii) it has all requisite power and authority to own and operate its material properties and assets and to carry on its respective business as now conducted in all material respects; (iii) it is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect; (iv) it is, or at the time of performance of the Work will be, fully licensed and authorized to perform the Work in each jurisdiction in which the Work is to be performed; (v) it has all requisite corporate power and authority to enter into this Contract and to carry out the transactions contemplated by this Contract; (vi) the execution, delivery, and performance of this Contract and the consummation of the transactions contemplated by this Contract have been duly authorized by all requisite corporate action of Contractor and do not conflict with any other agreement or obligation to which it is a party or which binds its assets; (vii) this Contract is a valid and binding obligation of Contractor, enforceable in accordance with its terms, except Contractor makes no representation or warranty as to the enforceability of remedies due to applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws relating to or affecting the enforcement of creditor's rights or by reason of general principles of equity; and (viii) in the event Contractor becomes a party to any legal, administrative, arbitral, investigatory or other proceeding or controversy pending or, to the best of its knowledge, threatened, which reasonably would be expected to have a Material Adverse Effect, Contractor will notify Owner as soon as practicable. (b) Contractor represents: (i) Contractor is not a party to any legal, administrative, arbitral, investigatory or other proceeding or controversy pending or, to the best of its knowledge, threatened, which reasonably would be expected to have a Material Adverse Effect; and (ii) as of the Effective Date, except as otherwise disclosed to Owner in writing by Contractor prior to EDC, Contractor is not a party to or bound by any letter of intent, memorandum of understanding, contract, agreement, instrument, arrangement or understanding, written or oral, which involves the acquisition of the business of Contractor, or a substantial portion of the assets or shares of capital stock of Contractor.

CONTRACTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 5.1. The Contractor hereby represents, warrants and covenants to the Company that: (a) Contractor represents It is, and warrants: (i) it is shall continue to be, a corporation duly organizedorganised, validly existing subsisting and in good standing under the Laws laws of England and the State laws of Delaware;those jurisdictions in which it is required to be registered; and (iib) it It now has and shall have at all requisite power and authority times material to own and operate its material properties and assets and to carry on its respective business as now conducted in all material respects; (iii) it is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect; (iv) it istransactions contemplated hereby, or at the time of performance of the Work will be, fully licensed and authorized to perform the Work in each jurisdiction in which the Work is to be performed; (v) it has all requisite corporate power and authority to enter into this Contract Agreement and to carry out the transactions contemplated by perform its obligations under this Contract;Agreement; and (vic) Within thirty (30) days from the executionEffective Date, deliveryor as soon as reasonably possibly thereafter, it shall have and performance continue to have a valid charter for the FPSO from the Owner and it shall not do anything to breach or jeopardise the charter terms; and (d) This Agreement has been duly executed and delivered by the Contractor and constitutes a legal, valid, binding and enforceable obligation of this Contract and the Contractor; and (e) The consummation by the Contractor of the transactions contemplated by this Contract have been duly authorized by all requisite corporate action Agreement will not, in any material respect, violate or conflict with: (i) its constituting documents; (ii) its by-laws or governing documents; (iii) any provision of Contractor and do not conflict with any other agreement or obligation instrument to which it the Contractor is or will be a party or by which binds its assetsthe Contractor Facilities or the Contractor Services are or will be bound; (iv) any judgement; (v) any decree; (vi) any order; (vii) this Contract is a valid and binding obligation of any statute; or (viii) any rule or regulation applicable to the Contractor, enforceable in accordance with its terms, except Contractor makes no representation Facilities or warranty as to the enforceability of remedies due to applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws relating to or affecting the enforcement of creditor's rights or by reason of general principles of equityContractor Services; and (viiif) in It has complied with, performed, observed and satisfied and will continue to perform, observe and satisfy all material terms, conditions, obligations and liabilities which have heretofore arisen and may hereafter arise and are the event obligations of the Contractor becomes a party to under any legalof the provisions of any agreement affecting the Contractor Facilities or the Contractor Services or under any existing or future statute, administrativeorder, arbitralwrit, investigatory injunction or other proceeding decree of any governmental agency or controversy pending or, court relating to the best Contractor, the Contractor Facilities or the Contractor Services; and (g) The Contractor shall conduct the Contractor Services in accordance with the standard of a Reasonable and Prudent Operator; and (h) It shall procure any and all permits, approvals and licenses necessary for the fulfilment of its knowledgeobligations pursuant to this Agreement (other than permits, threatenedapprovals and/or licences which can only be granted to the Company) and shall at all times comply with such permits, which reasonably would be expected to have a Material Adverse Effect, Contractor will notify Owner as soon as practicable. (b) Contractor represents:approvals and licences; and (i) All of Contractor is not a party Facilities shall be and shall continue to any legalbe, administrativein good condition, arbitralin compliance with Schedule D, investigatory or other proceeding or controversy pending orand operated, to when required, in accordance with the best of its knowledge, threatened, which reasonably would be expected to have a Material Adverse Effectperformance and reliability criteria in Schedule D; and (iij) As from arrival on the Field it shall maintain and preserve the FPSO and all the Contractor’s Facilities in good operating condition, working order and repair, so that the FPSO and all the Contractor’s Facilities shall be, in so far as due diligence can make it so, tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and so that the FPSO, and all the Contractor Facilities conform to the FPSO description and specifications set out in Schedule D; and (k) It shall maintain or procure the maintenance of the Effective Date, except as FPSO’s classification; and (l) It shall maintain the Duty Holder classification throughout the term of this Agreement unless the Company otherwise disclosed to Owner agrees in writing by that another party shall replace the Contractor prior as Duty Holder; and (m) The Contractor Personnel shall be fully qualified, trained and competent for their respective assignments and shall comply with all applicable laws and regulations in connection therewith; and (n) The Contractor Personnel shall be fully familiar with and experienced in safety matters and procedures relating to EDCany place where they may be working (including, but not limited to, travel to and from work, vessels, the Contractor Facilities and travel via helicopters) and that they, individually or as a group, shall be under a positive obligation to request on their own initiative safety information and the location of safety equipment, facilities, exit routes and related matters at all times; and (o) It shall maintain sufficient liquidity so as to ensure that it is able to meet all of its obligations to third parties as they fall due in a manner that will not a party to or bound jeopardise the fulfilment of the Contractor’s obligations hereunder; and (p) It shall not, without the Company’s written consent, and the consent of the Contractor’s financiers, at any time between the Effective Date and the Scheduled First Oil Date offer the FPSO for use by any letter third party and the Contractor hereby expressly acknowledges that in the event that the FPSO does not arrive on the Scheduled First Oil Date as a result of intentthe FPSO being offered to a third party, memorandum then in addition to any direct damages that the Company may be entitled to, any loss of understandingprofits or anticipated profits that the Company and the Co-venturers may suffer as a result of any loss of or delay to production are (notwithstanding the provisions of Clause 7.2) direct and not consequential losses and may be recovered in full by the Company from the Contractor on behalf of itself and the Co-venturers. Notwithstanding any other provision in this Agreement, Contractor’s maximum liability as per this Clause 5.1 (p), whether by contract, agreementtort, instrumentstatute or otherwise at Law for loss of profits or anticipated profits that by the provisions of Clause 5.1(p) are agreed as direct damages, arrangement or understanding, written or oral, which involves the acquisition shall be limited to an amount of the business of Contractor, or a substantial portion of the assets or shares of capital stock of Contractor[****].