Common use of Owner’s Representations and Warranties Clause in Contracts

Owner’s Representations and Warranties. Owner represents and warrants to Contractor that: 26.2.1 Owner is a company duly organized, validly existing and is current on all payments to maintain such existence under the laws of Macau. Owner has all necessary power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority to execute, deliver and perform its obligations under the Agreement, and each of the execution, delivery and performance by Owner of the Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the Agreement constitutes a legal, valid and binding obligation of Owner enforceable against it in accordance with its terms; and 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, to the best knowledge of Owner, threatened against or affecting Owner or any of its properties, rights or assets, which could reasonably be expected to result in a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the Agreement.

Owner’s Representations and Warranties. As a material inducement for Manager to enter into this Agreement, Owner represents and warrants to Contractor thatManager that as of the Management Commencement Date: 26.2.1 (a) Owner is a company duly organized, validly existing existing, and is current on all payments to maintain such existence in good standing under the laws of Macau. Owner has all necessary power and authority to carry on its business as presently conductedstate of organization, to own or hold under lease its properties and to enter into and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business state in which the Golf Course is located, and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary has full power, authority, and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority legal right to execute, deliver perform and perform its obligations under the Agreement, and each timely observe all of the execution, delivery and performance provisions of this Agreement to be performed or observed by Owner of the Owner. This Agreement has been duly authorized by all necessary action on the part of Ownerauthorized, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered and constitutes the Agreement and the Agreement constitutes a legal, valid and binding obligation of Owner enforceable against it in accordance with its terms; andthe terms hereof. 26.2.5 There (b) To the best of Owner’s knowledge, there is no actionclaim, suit litigation, proceedings or proceeding, at law governmental investigation pending against or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, relating to the best knowledge of Owner, threatened against the properties or affecting business of Owner or any of its properties, rights or assetsthe transactions contemplated by this Agreement, which could does or may reasonably be expected to result in a material adverse effect on materially and adversely affect the ability of Owner ‘s ability to perform 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. (c) This Agreement constitutes a valid and binding obligation of Owner and does not and will not constitute a breach of or default under any of the organizational or governing documents of Owner or the terms, conditions, or provisions of any law, order, rule, regulation, judgment, decree, agreement, or instrument to which Owner is a party or by which it or any substantial portion of its assets (including the Golf Course) is bound or affected. (d) No approval of any third party (including any ground lessor or the holder of any Mortgage) is required for Owner’s execution and performance of this Agreement or that has not been obtained prior to the execution of this Agreement. (e) Owner, at its own expense, shall maintain in full force and effect starting on the validity or enforceability Management Commencement Date and throughout the Management Period its legal existence and the rights required for it timely to observe and perform all of the terms and conditions of this Agreement. (f) Owner is the sole owner of a fee interest in and to the Golf Course as defined in Recital A of this Agreement, subject to customary title exceptions. Owner has full power, authority and legal right to own a fee interest in and to such real and personal property.

Owner’s Representations and Warranties. Owner represents and warrants to Contractor Optionee, each of which representations and warranties shall be deemed repeated at and shall survive Closing, that: 26.2.1 a. Owner is the sole owner of the Property and owns good and marketable fee simple title to same free and clear of all liens and encumbrances other than the Permitted Exceptions and such other matters as shall be satisfied and discharged of record at Closing; b. Owner is a company corporation duly organized, organized and validly existing and is current on all payments to maintain such existence under the laws of Macau. Owner has all necessary power the Commonwealth of Pennsylvania and authority is legally authorized to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do transact business in all jurisdictions wherein the nature Commonwealth of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospectsPennsylvania; 26.2.2 Owner has all necessary power c. Owner's execution and authority to execute, deliver delivery of this Agreement and perform its obligations under the Agreement, performance and satisfaction in full of each of the execution, delivery and performance by Owner of the Agreement has Owner's obligations hereunder have been duly authorized by all necessary requisite action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, Owner and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the this Agreement constitutes a legal, valid and binding obligation of Owner Owner, enforceable against it in accordance with its terms; and; 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, d. to the best knowledge of Owner, no litigation or proceeding in any court or before any other governmental or quasi-governmental authority or other person or entity is currently pending or, threatened against (i) with respect to the Property or affecting any part thereof, or (ii) which seeks to enjoin Owner from entering into this Agreement or consummating the transaction contemplated herein including, but not limited to, any condemnation proceedings or other exercise of eminent domain; e. neither the execution and delivery by Owner of this Agreement, the consummation of the transaction contemplated herein, nor compliance with the provisions hereof, violates, breaches, contravenes or conflicts with, or will violate, breach, contravene or conflict with, any existing note, bond, mortgage, debenture, indenture, trust, license, lease, instrument, decree, order, judgment or other agreement to which Owner is a party or by which it or any of its propertiestheir assets (including, but not limited to, the Property) may be bound or affected which would prevent Owner from conveying to Optionee good, marketable and insurable fee simple title to the Property in accordance with the terms of this Agreement; f. to the best knowledge of Owner, no consent, approval or authorization of, or registration, declaration or filing with, any person or governmental entity, is required to be obtained or made by Owner under any federal, state or local law, statute, ordinance, rule, regulation, order, judicial or administrative order or decree, permit, license, approval, authorization or similar requirement in connection with the execution and delivery of this Agreement by Owner, the transaction contemplated herein and/or the satisfaction by Owner of any of Owner's obligations hereunder which would prevent Owner from conveying to Optionee good, marketable and insurable fee simple title to the Property in accordance with the terms of this Agreement; and g. there are no leases, tenancies or other rights of occupancy in effect with respect to the Property or assetsany part thereof which shall extend beyond Closing. Should Optionee determine that any of Owner's representations and warranties set forth in this Agreement are untrue or inaccurate, which could reasonably be expected Optionee shall provide Owner with notice thereof and sixty (60) days to result in a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the Agreementcure same.

Owner’s Representations and Warranties. The Owner represents and warrants to Contractor thatwarrants: 26.2.1 (a) that the Owner is the beneficial owner of one hundred percent (100%) of the right, title and interest in and to the License free and clear of any and all encumbrances; (b) that it has the sole and exclusive right to enter into this Agreement; (c) that it has the exclusive right to engage in prospecting operations on the Property and has performed all of its obligations with respect thereto; (d) that it is not in default or alleged to be in default of the License, and that no event, condition or occurrence exists that after notice or lapse of time or both would constitute a company duly organizeddefault under the License; (e) that it is unaware of any consents or authorizations that are required in order to make or keep the License effective, validly other than as provided therein; (f) that the operations carried out on or conducted by or on behalf of the Owner on or with respect to the Property have been carried out or conducted in a sound and workmanlike manner and in compliance with all applicable environmental laws and sound geological and geophysical, exploration, mining, engineering and metallurgical practices; (g) that the License and all material certificates, registrations, permits, licenses, consents or qualifications required by the Government of Ghana to conduct exploration or other operations on the Property are valid, existing and is current on all payments to maintain such existence under in good standing, and that the laws of Macau. Owner has not received any notice of proceedings relating to the revocation or modification of the License and is not aware of any fact or circumstance that could cause, lead to or require such revocation or modification; (h) that there are no claims, contracts, agreements, liabilities or obligations of the Owner of any kind whatsoever currently in existence and relating to the Property or the License, whether or not owed, determined or determinable, that will become binding on CANADIANA or in respect of which CANADIANA may become liable as a result of CANADIANA's entering into this Agreement; (i) that it has the capacity to enter into this Agreement and all necessary power the transactions contemplated herein and authority that all corporate and other actions required to carry on its business as presently conducted, to own or hold under lease its properties and authorize it to enter into and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the this Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospectsbeen properly taken; 26.2.2 Owner has all necessary power and authority to execute(j) that it will not breach any other agreement, deliver and perform its obligations covenant or arrangement or contravene any applicable law by entering into or performing under the this Agreement, and each of the execution, delivery and performance by Owner of the ; and (k) that this Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement by it and the Agreement constitutes a legal, is valid and binding obligation of Owner enforceable against upon it in accordance with its terms; and 26.2.5 There . If, in the opinion of CANADIANA, the legal situation of the License or the Property is no actionnot warranted by the Owner, suit CANADIANA may take such actions at it deems fit to attempt to cure such defects. The Owner shall take such actions as are reasonably necessary or proceedingconvenient to assist CANADIANA. The costs of CANADIANA's actions, at law including attorney's fees and the cost of releasing or in equitysatisfying any encumbrances, or official investigation before or by shall be a credit against any government authority, arbitral tribunal or other body pending or, payments thereafter to be made to the best knowledge of Owner, threatened against or affecting Owner or any of its properties, rights or assets, which could reasonably be expected to result in a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the this Agreement.

Owner’s Representations and Warranties. Owner hereby represents and warrants to Contractor Operator as of the Effective Date and at all times during the Term, that: 26.2.1 (a) Owner is a company limited liability company, duly organized, validly existing and is current on all payments to maintain such existence in good standing under the laws of Macau. the State of Delaware, and is duly qualified and in good standing as a foreign entity in the jurisdictions wherein the nature of the business transacted by it or property owned by it make such qualification necessary; (b) Owner has all necessary the valid limited liability company power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform all of its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority to execute, deliver and perform its obligations under the this Agreement, and each of the execution, delivery and performance by Owner of the this Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreementlimited liability company action; 26.2.3 Neither the execution and delivery by Owner of the Agreement(c) there are no known actions, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent suits or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the Agreement constitutes a legal, valid and binding obligation of Owner enforceable against it in accordance with its terms; and 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body proceedings pending or, to the best knowledge of Owner, or to Owner’s knowledge, threatened against Owner in any court or affecting before any administrative agency which would prevent Owner from completing the transactions provided for herein; (d) no consent or other approval or authorization of any Governmental Authority or third Person is required in connection with Owner’s execution and delivery of this Agreement and the performance of its propertiesobligations hereunder; (e) this Agreement and the other agreements and instruments contemplated hereby constitute the legal, valid and binding obligations of Owner, enforceable in accordance with their respective terms, except to the extent such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally; (f) as of the Execution Date, no representation or assetswarranty by Owner, which could nor any statement or certificate furnished or to be furnished to Operator pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein not misleading; (g) Owner shall take such action whether at or after the Execution Date, and without further consideration, to execute and deliver such further instruments, conveyances and transfers and xxxx such other action as may reasonably be expected required so as to result in a material adverse effect on Owner ‘s ability to perform effectuate the intent of this Agreement; and (h) Owner’s execution and delivery of this Agreement and the performance of its obligations under hereunder will not, with or without the Agreement or on giving of notice and/or the validity or enforceability passage of the Agreementtime, violate any provision of Applicable Laws.

Owner’s Representations and Warranties. Owner represents and warrants to Contractor Optionee, each of which representations and warranties shall be deemed repeated at and shall survive Closing, that: 26.2.1 a. Owner is the sole owner of the Property and owns good and marketable fee simple title to same free and clear of all liens and encumbrances other than the Permitted Exceptions and such other matters as shall be satisfied and discharged of record at Closing; b. Owner is a company corporation duly organized, organized and validly existing and is current on all payments to maintain such existence under the laws of Macau. Owner has all necessary power the Commonwealth of Pennsylvania and authority is legally authorized to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do transact business in all jurisdictions wherein the nature Commonwealth of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospectsPennsylvania; 26.2.2 Owner has all necessary power c. Owner’s execution and authority to execute, deliver delivery of this Agreement and perform its obligations under the Agreement, performance and satisfaction in full of each of the execution, delivery and performance by Owner of the Agreement has Owner’s obligations hereunder have been duly authorized by all necessary requisite action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, Owner and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the this Agreement constitutes a legal, valid and binding obligation of Owner Owner, enforceable against it in accordance with its terms; and; 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, d. to the best knowledge of Owner, no litigation or proceeding in any court or before any other governmental or quasi-governmental authority or other person or entity is currently pending or, threatened against (i) with respect to the Property or affecting any part thereof, or (ii) which seeks to enjoin Owner from entering into this Agreement or consummating the transaction contemplated herein including, but not limited to, any condemnation proceedings or other exercise of eminent domain; e. neither the execution and delivery by Owner of this Agreement, the consummation of the transaction contemplated herein, nor compliance with the provisions hereof, violates, breaches, contravenes or conflicts with, or will violate, breach, contravene or conflict with, any existing note, bond, mortgage, debenture, indenture, trust, license, lease, instrument, decree, order, judgment or other agreement to which Owner is a party or by which it or any of its propertiestheir assets (including, but not limited to, the Property) may be bound or affected which would prevent Owner from conveying to Optionee good, marketable and insurable fee simple title to the Property in accordance with the terms of this Agreement; f. to the best knowledge of Owner, no consent, approval or authorization of, or registration, declaration or filing with, any person or governmental entity, is required to be obtained or made by Owner under any federal, state or local law, statute, ordinance, rule, regulation, order, judicial or administrative order or decree, permit, license, approval, authorization or similar requirement in connection with the execution and delivery of this Agreement by Owner, the transaction contemplated herein and/or the satisfaction by Owner of any of Owner’s obligations hereunder which would prevent Owner from conveying to Optionee good, marketable and insurable fee simple title to the Property in accordance with the terms of this Agreement; and g. there are no leases, tenancies or other rights of occupancy in effect with respect to the Property or assetsany part thereof which shall extend beyond Closing. Should Optionee determine that any of Owner’s representations and warranties set forth in this Agreement are untrue or inaccurate, which could reasonably be expected Optionee shall provide Owner with notice thereof and sixty (60) days to result in a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the Agreementcure same.

Owner’s Representations and Warranties. Owner warrants title to all of Owner’s interest in the oil and gas leases within the Reserve Commitment Area as fully described in Exhibit A attached hereto ("Owner’s Reserves"). Owner warrants that it holds title to all gas or represents control of all gas as provided in the leases with full authority to commit such gas to this Agreement for its term delivered to Gatherer hereunder. Owner hereby represents that except as provided in Exhibit A, Owner’s Reserves are not otherwise subject to any gathering, transportation, purchase and sale or other agreement that would affect the commitment described hereunder in Section 1.2. Owner represents and warrants that gas delivered has been produced from Owner’s Reserves which are not dedicated or committed to Contractor that: 26.2.1 Owner is a company duly organized, validly existing and is current on all payments to maintain such existence under the laws of Macau. Owner has all necessary power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority to execute, deliver and perform its obligations under the Agreementinterstate commerce, and each of has not been commingled at any point upstream from the executionDelivery Point(s) with other gas which may be sold, delivery and performance by Owner of consumed, transported or otherwise utilized in interstate commerce in such a manner as will subject the Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body Gathering Facilities or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents orportion thereof, to the best knowledge jurisdiction of Owner, any provision of applicable Law the Federal Energy Regulatory Commission or any agreementsuccessor authority under the Natural Gas Act. Owner represents and warrants that Owner will not initiate action, judgmentdirectly or indirectly, injunction, order, decree or other instrument binding upon Owner, or that would be designed to subject the Work, the Project or any component part thereof or the Site Gathering Services or any portion thereof to the jurisdiction of the Federal Energy Regulatory Commission or any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations successor authority under the Agreement Natural Gas Act; provided, however, Owner may participate in any proceedings that are initiated by a governmental agency or (ii) any other party which is a non-affiliated entity. Delivery of Gas hereunder shall not constitute such an action. Owner represents and warrants that gas delivered shall meet the noncompliance with which would have Specifications as defined in the General Terms and Conditions attached to this Agreement. Owner shall indemnify, defend and hold harmless Gatherer from any and all loss, cost, expense and Claims arising from or out of a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner breach of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained representations and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the Agreement constitutes a legal, valid and binding obligation of Owner enforceable against it in accordance with its terms; and 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, to the best knowledge of Owner, threatened against or affecting Owner or any of its properties, rights or assets, which could reasonably be expected to result in a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the Agreementwarranties herein.

Owner’s Representations and Warranties. Owner hereby represents and warrants to Contractor Operator as of the Effective Date and at all times during the Term, that: 26.2.1 (a) Owner is a company limited liability company, duly organized, validly existing and is current on all payments to maintain such existence in good standing under the laws of Macau. the State of Delaware, and is duly qualified and in good standing as a foreign entity in the jurisdictions wherein the nature of the business transacted by it or property owned by it make such qualification necessary; (b) Owner has all necessary the valid limited liability company power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform all of its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority to execute, deliver and perform its obligations under the this Agreement, and each of the execution, delivery and performance by Owner of the this Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreementlimited liability company action; 26.2.3 Neither the execution and delivery by Owner of the Agreement(c) there are no known actions, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent suits or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the Agreement constitutes a legal, valid and binding obligation of Owner enforceable against it in accordance with its terms; and 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body proceedings pending or, to the best knowledge of Owner, or to Owner’s knowledge, threatened against Owner in any court or affecting before any administrative agency which would prevent Owner from completing the transactions provided for herein; (d) no consent or other approval or authorization of any Governmental Authority or third Person is required in connection with Owner’s execution and delivery of this Agreement and the performance of its propertiesobligations hereunder; (e) this Agreement and the other agreements and instruments contemplated hereby constitute the legal, valid and binding obligations of Owner, enforceable in accordance with their respective terms, except to the extent such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally; (f) as of the Effective Date, no representation or assetswarranty by Owner, which could nor any statement or certificate furnished or to be furnished to Operator pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein not misleading; (g) Owner shall take such action whether at or after the Effective Date, and without further consideration, to execute and deliver such further instruments, conveyances and transfers and take such other action as may reasonably be expected required so as to result in a material adverse effect on Owner ‘s ability to perform effectuate the intent of this Agreement; and (h) Owner’s execution and delivery of this Agreement and the performance of its obligations under hereunder will not, with or without the Agreement or on giving of notice and/or the validity or enforceability passage of the Agreementtime, violate any provision of Applicable Laws.

Owner’s Representations and Warranties. Owner warrants title to all gas reserves in and under or attributable to within the Reserve Commitment Area as fully described in Exhibit A attached hereto ("Owner’s Reserves"). Owner warrants that it holds title to all gas delivered to Gatherer hereunder. Owner hereby Gas tendered by Owner for Gathering Services. Owner represents that except as provided in Exhibit A, Owner’s Reserves are not otherwise subject to any gathering, transportation, purchase and sale or other agreement that would affect the commitment described hereunder in Section 1.2. Owner represents and warrants that gas delivered has been produced from Owner’s Reserves which are not dedicated or committed to Contractor that: 26.2.1 Owner is a company duly organized, validly existing and is current on all payments to maintain such existence under the laws of Macau. Owner has all necessary power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority to execute, deliver and perform its obligations under the Agreementinterstate commerce, and each of has not been commingled at any point upstream from the executionDelivery Point(s) with other gas which may be sold, delivery and performance by Owner of consumed, transported or otherwise utilized in interstate commerce in such a manner as will subject the Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body Gathering Facilities or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents orportion thereof, to the best knowledge jurisdiction of Owner, any provision of applicable Law the Federal Energy Regulatory Commission or any agreementsuccessor authority under the Natural Gas Act. Owner represents and warrants that Owner will Section 1.2. Gas tendered by Owner for Gathering Services will be produced from the Reserve Commitment Area. Owner shall take no affirmative action, judgmentdirectly or indirectly, injunction, order, decree or other instrument binding upon Owner, or that would be designed intended to subject the Work, the Project or any component part thereof or the Site Field Services or any portion thereof to the jurisdiction of the Federal Energy Regulatory Commission or any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations successor authority under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution Natural Gas Act. Delivery of Gas hereunder shall not constitute such an action. Owner represents and delivery warrants that gas delivered, and Gas tendered by Owner for Gathering Services shall be deemed not to constitute such action. Gas tendered for Gathering Services shall meet the Specifications as defined in the General Terms and Conditions attached to this Agreement. Owner shall indemnify, defend and hold harmless Gatherer from any and all loss, cost, expense and Claims arising from or out of a breach of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained representations and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the Agreement constitutes a legal, valid and binding obligation of Owner enforceable against it in accordance with its terms; and 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, to the best knowledge of Owner, threatened against or affecting Owner or any of its properties, rights or assets, which could reasonably be expected to result in a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the Agreementwarranties herein.

Owner’s Representations and Warranties. ‌ (a) The Owner represents and warrants to Contractor that:the Shipper that:‌ 26.2.1 Owner is a company duly organized, validly existing (i) it has in full force and is current on all payments to maintain such existence under the laws of Macau. Owner has effect all necessary power and authority to carry on its business as presently conductedauthorisations, to own or hold under lease its properties and including those required by the terms of the deed constituting the Pipeline Trust, to enter into this Contract in its capacity as trustee of the Pipeline Trust, and perform in that capacity to observe its obligations under this Contract and to allow those obligations to be enforced; (ii) it has in full force and effect all materially necessary authorisations, leases, licences or easements to own, Operate and Maintain the agreements to WAWP and other facilities for which it is responsible under this Contract; (iii) its obligations under this Contract are valid and binding and are enforceable against it in accordance with their terms; (iv) it does not have immunity from the jurisdiction of a court or is from legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise); (v) this Contract and any transaction under it does not contravene the Owner's constituent documents, or the deed constituting the Pipeline Trust, or any Law or any of its obligations or undertakings by which it or any of its assets are bound or cause to be exceeded any limitation on its, or its directors', powers; (vi) it is the owner of the WAWP in its capacity as trustee of the Pipeline Trust; (vii) the Pipeline Trust has been validly created and is in existence; (viii) it has been validly appointed as, and remains, the trustee of the Pipeline Trust and is the only trustee of the Pipeline Trust; (ix) it has, in its capacity as trustee of the Pipeline Trust, valid rights of indemnity against the assets of the Pipeline Trust for all liabilities that it may incur in that capacity, including all liabilities that it may incur under this Contract, and all such assets are available for satisfaction of such liabilities; (x) its obligations to make payments under this Contract rank at least equally with all unsecured and unsubordinated indebtedness it has in its capacity as trustee of the Pipeline Trust except debts mandatorily preferred by Law; and (xi) it is not in default under a party. Owner is duly qualified Law affecting it or licensed to do business in all jurisdictions wherein the nature its assets, or any obligation or undertaking by which it or any of its business and operations assets are bound which will, or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to might reasonably be so qualified or licensed would impair expected to, materially affect its ability to perform its obligations under this Contract. (b) The representations and warranties in clause 24.1(a) are made on and from the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority to execute, deliver and perform its obligations under the AgreementCapacity Start Date, and are made anew on each day thereafter for the duration of the execution, delivery and performance by Owner of the Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner of the Agreement, nor the consummation by Owner of any of the transactions contemplated hereby, requires, with respect to Owner, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as to which Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered the Agreement and the Agreement constitutes a legal, valid and binding obligation of Owner enforceable against it in accordance with its terms; and 26.2.5 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, to the best knowledge of Owner, threatened against or affecting Owner or any of its properties, rights or assets, which could reasonably be expected to result in a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the Agreementthis Contract.

Owner’s Representations and Warranties. The Owner hereby represents and warrants the following to Contractor that: 26.2.1 Owner is a company duly organized, validly existing and is current on all payments to maintain such existence under Agency for the laws purpose of Macau. Owner has all necessary power and authority to carry on its business as presently conducted, to own or hold under lease its properties and inducing Agency to enter into this Agreement and perform its obligations under the agreements to which it is or is to be a party. Owner is duly qualified or licensed to do business in all jurisdictions wherein the nature of its business and operations or the character of the properties owned or leased by it makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ability to perform its obligations under the Agreement or would result in a material liability to or would have a material adverse effect on its financial condition, business, operations or prospects; 26.2.2 Owner has all necessary power and authority to execute, deliver and perform its obligations under the Agreement, and each of the execution, delivery and performance by Owner of the Agreement has been duly authorized by all necessary action on the part of Owner, does not require any approval, except as has been heretofore obtained, of Owner’s governing body or any consent of or approval from any trustee, lessor or holder of any indebtedness or other obligation of Owner, except for such as have been duly obtained, and does not contravene or constitute a default under its organizational documents or, to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment, injunction, order, decree or other instrument binding upon Owner, or subject the Work, the Project or any component part thereof or the Site or any portion thereof to any Lien other than as contemplated or permitted by the Agreement; and Owner is in compliance with all applicable Laws and government approvals (i) which govern its ability to perform its obligations under the Agreement or (ii) the noncompliance with which would have a material adverse effect on its ability to perform its obligations under the Agreement; 26.2.3 Neither the execution and delivery by Owner of the Agreement, nor the consummation by Owner of any of consummate the transactions contemplated hereby, requiresall of which shall be true as of the date hereof and as of the Closing: a. The Owner has the legal power, with respect right and authority to Owner, enter into this Agreement and the consent or approval of, the giving of notice to, the registration with, the recording or filing of any document with, or the taking of any other action in respect of any government authority, except such as are not yet required (as instruments and documents referenced herein to which the Owner has no reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore) or is a party (which have been duly executed by Owner), to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder. b. All requisite action has been taken by the Owner and all requisite consents have been obtained and are in full force and effect; 26.2.4 Owner has duly and validly executed and delivered connection with the entering into this Agreement and the instruments and documents referenced herein to which the Owner is a party (which have been executed by Owner), and the consummation of the transaction contemplated hereby comply with all applicable laws, statutes, ordinances, rules and governmental regulations. c. This Agreement constitutes a legalis duly executed by Owner, and all agreements, instruments and documents to be executed by Owner pursuant to this Agreement shall, at such time as they are required to be executed hereunder, be duly executed by Owner, and each such agreement heretofore or concurrently executed by Owner is valid and legally binding obligation of upon Owner and enforceable against it in accordance with its terms; andterms (subject to bankruptcy, insolvency, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors) and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which Owner is a party. 26.2.5 d. There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, to the best knowledge of Owner’s knowledge, threatened litigation against or affecting Owner or any of its properties, rights or assets, Affiliates which could reasonably be expected to result in would prevent the Owner from performing its duties and obligations hereunder. e. Owner is not the subject of a material adverse effect on Owner ‘s ability to perform its obligations under the Agreement or on the validity or enforceability of the Agreementbankruptcy proceeding.