Operator’s Representations and Warranties. The Operator represents and warrants to the Authority that:
(a) it has the financial and technical standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(b) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum and Articles of Association or other constitutive documents or those of any member of the Consortium or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(c) all information contained in the Bid is true, complete and not misleading;
(d) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement;
(e) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to the GoP or the GoS in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty; and
(f) neither the Operator nor any of its Affiliates, nor any Person acting on its or their behalf, has committed or engaged in, with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice.
Operator’s Representations and Warranties. 8.2.1 The Operator represents and warrants to the Authority that:
a) it is duly organized, validly existing and of good standing under the laws of India;
b) it has the financial standing and capacity to meet Operator Obligations as set out in the Agreement;
c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
e) the information furnished in the Bid of the Selected Bidder, and as updated on or before the date of this Agreement is true and accurate in all respects as on the Effective Date;
f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under any of the terms of its memorandum and articles of association/charter documents or any Applicable Laws or Applicable Permits or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
g) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of the GoI or the GoHP which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
h) it has complied with all Applicable Laws and Applicable Permits in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement;
i) none of its employees, consultants, service providers, suppliers, or Subcontractors, including any O&M contractor, as of this day, have been engaged in any corrupt, fraudulent, collusive, coercive or obstructive practice, and
j) no representation or warranty by it contained in this Agreement or in any other document furnished by...
Operator’s Representations and Warranties. Operator represents and warrants to WCMRC, with the intentthat WCMRC will rely upon such representations and warranties in entering into this Agreement, that:
(a) If the Operator is not a natural person, the Operator is duly formed and validly existing under the laws of the jurisdiction of its formation and has all necessary power, authority and capacity to enter into and carry out its obligations under this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary actions on the part of Operator;
(b) Operator is not party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, statute, regulation, order, judgment, decree, license, permit or law which would be violated, contravened, breached by, or under which default would occur as a result of the execution and delivery of this Agreement, or the performance by Operator of any of its obligations provided under this Agreement;
(c) this Agreement is a valid and binding obligation of Operator, enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
(d) Operator has the financial capability to pay the Membership Fees, as well as any WCMRC Fees and Taxes which may accrue in the course of carrying out Marine Spill Response Services under the terms of this Agreement.
Operator’s Representations and Warranties. Operator makes the following representations and warranties to Developer which shall survive the effective date of this Agreement:
(a) all Exhibits attached hereto are true and correct copies of the original documents they represent;
(b) to the best knowledge of Operator, Operator is not currently in default with respect to the performance of any of the terms and conditions of the Leases and presently knows no basis for claiming any such default by it;
(c) no consent or approval of any third party is currently required with respect to the assignment of the Drilling Sites to Developer in the manner contemplated by this Agreement; and
(d) the Assignment will effectively assign to the Developer the Interest which each such Assignment purports to assign, including the proper amount of working interest and net revenue interest.
(e) Operator is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. Operator is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.
(f) Operator has all necessary corporate power, authority and capacity to own its properties and assets, and to carry on its business as presently conducted by it. Operator has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and there under have been duly authorized by all necessary corporate action on the part of Operator.
(g) This Agreement constitutes a valid and binding obligation of Operator enforceable against it in accordance with its terms.
(h) Neither the execution and delivery of this Agreement nor the consummation of the transactions provided for herein or therein, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of, (a) any provision of the articles of incorporation or bylaws of Operator, (b) any instrument or contract to which Operator is a party or by which Operator or its assets or properties is bound, or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to and that would have a material adverse eff...
Operator’s Representations and Warranties. Operator hereby represents and warrants to Customer on the date of execution hereof as follows:
(a) Operator is a limited partnership duly organized and in good standing under the laws of the State of Delaware, and has qualified to do business as a foreign limited partnership in the State of Maryland.
(b) Operator has the power, authority and legal right to enter into and perform its obligations under this Agreement. The execution, delivery and performance of Operator’s obligations under this Agreement have been duly authorized by all required limited partnership action and do not and will not: (i) violate any applicable Legal Requirement or any provisions of its organizational documents; or (ii) constitute or give rise to a default under any agreement or instrument to which Operator is a party or by which its assets may be bound, or result in the creation of any Encumbrance on any assets of Operator.
(c) This Agreement has been duly executed and delivered by Operator and constitutes a legal, valid and binding obligation of Operator, enforceable against Operator in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting rights of creditors generally.
(d) No event has occurred or is reasonably anticipated by Operator that is likely to have a material adverse effect on the financial condition of Operator or its ultimate parent or on Operator’s ability to perform its obligations hereunder.
(e) Except as described in Schedule 11.1(e), there is no pending or, to the knowledge of Operator, threatened, claim, action or proceeding affecting Operator before any court, arbitrator or any administrative agency or other governmental authority that could reasonably be expected to materially adversely affect Operator’s ability to perform its obligations under this Agreement.
Operator’s Representations and Warranties. Operator is Enjoy Group a Costa Rican company, currently operational and registered under identification number 0-000-000000
Operator’s Representations and Warranties. Operator represents and warrants to ECRC, with the intent that ECRC will rely upon such representations and warranties in entering into this Agreement, that:
(a) as of the Effective Date, the Member Oil Handling Facilities listed in Schedule “B" to this Agreement are the only oil handling facilities in respect of which an arrangement is required by Operator under the terms of this Agreement;
(b) Operator is a corporation duly incorporated and validly existing under the laws of its jurisdiction and has all necessary corporate power, authority and capacity to enter into and to carry out its obligations under this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Operator;
(c) Operator is not party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, statute, regulation, order, judgment, decree, licence, permit or law which would be violated, contravened, breached by, or under which default would occur as a result of the execution and delivery of this Agreement, or the performance by Operator of any of its obligations provided under this Agreement;
(d) this Agreement is a valid and binding obligation of Operator, enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
(e) Operator has the financial capability to pay the Membership Fees, as well as any ECRC Fees and Taxes which may accrue in the course of carrying out Marine Spill Response Services under the terms of this Agreement
Operator’s Representations and Warranties. Operator represents and warrants to Owner as of the Effective Date that:
Operator’s Representations and Warranties. Operator represents and warrants to Western Canada Marine Response, with the intent that Western Canada Marine Response will rely upon such representations and warranties in entering into this Agreement, that:
(a) Operator is a corporation duly incorporated and validly existing under the laws of its jurisdiction and has all necessary corporate power, authority and capacity to enter into and to carry out its obligations under this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Operator;
(b) Operator is not party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, statute, regulation, order, judgment, decree, licence, permit or law which would be violated, contravened, breached by, or under which default would occur as a result of the execution and delivery of this Agreement, or the performance by Operator of any of its obligations provided under this Agreement;
(c) this Agreement is a valid and binding obligation of Operator, enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
(d) Operator has the financial capability to pay the Membership Fees, as well as any Western Canada Marine Response Fees and Taxes which may accrue in the course of carrying out Marine Spill Response Services under the terms of this Agreement.
Operator’s Representations and Warranties. The Operator represents and warrants to the County that the following facts and conditions exist and are true as of the Effective Date.
