Common use of REPRESENTATIONS AND WARRANTIES OF GENESIS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants to Denbury as follows: 6.1 Genesis is a limited partnership duly formed and validly existing under the laws of the State of Delaware. Genesis possesses the legal right, power and authority, and qualifications to conduct its business and own its properties, except where the failure to so possess would not, individually or collectively, have a Material Adverse Effect. Genesis has the legal right, power and authority to execute and deliver this Second Agreement, the Second Assignment and the other Second Master Documents and to perform all of its obligations hereunder and thereunder, including unanimous approval of the transactions by the audit committee of Genesis Energy, Inc., the general partner of Genesis, such audit committee consisting solely of independent directors (the "Audit Committee"). 6.2 The execution, delivery and performance by Genesis of this Second Agreement and the other Second Master Documents are within its powers and authority, have been duly authorized by all necessary board of director action on the part of Genesis Energy, Inc. (in its capacity as general partner of Genesis), and by the Audit Committee and do not and will not (i) violate any Governmental Requirement currently in effect having applicability to Genesis, other than violations which would not, individually or collectively, cause a Material Adverse Effect, or (ii) violate Genesis' limited partnership agreement or other governing documents, or (iii) result in a breach of or constitute a default (excluding breaches or defaults which, individually or collectively, would not have a Material Adverse Effect) under any indenture, bank loan, or credit agreement or farm-out agreement, program agreement or operating agreement, or any other agreement or instrument to which Genesis is a party or by which Genesis or its properties may be currently bound or affected. 6.3 Genesis is not in default under any Governmental Requirement, indenture, agreement, or instrument that would reasonably be expected to cause a Material Adverse Effect nor does any fact or condition exist at this time that would reasonably be expected to cause a Material Adverse Effect now or in the future under any Governmental Requirement, indenture, agreement or instrument; and all consents or approvals under such indentures, agreements, and instruments necessary to permit the valid execution, delivery, and performance by Genesis of the Second Master Documents have been obtained. 6.4 This Second Agreement and the other Second Master Documents have been duly executed and delivered by Genesis, and this Second Agreement and the Second Master Documents constitute the legal, valid, and binding acts and obligations of Genesis enforceable against Genesis in accordance with their terms, subject, however, to bankruptcy, insolvency, reorganization, and other laws affecting creditors' rights generally and general principles of equity. There are no bankruptcy, insolvency, reorganization, receivership or arrangement proceedings pending, being contemplated by or, to the knowledge of Genesis, threatened against Genesis. 6.5 All authorizations, consents, approvals, licenses, and exemptions of, and filings or registrations with, any Governmental Authority, that are required for the valid execution and delivery by Genesis of, or the performance by Genesis of its obligations under, this Second Agreement or the other Second Master Documents have been obtained or performed or the period for objection thereto expired, other than those which, if not obtained or performed, would not individually or collectively have a Material Adverse Effect; and no consent or vote of the limited partners of Genesis is required for the execution, delivery or performance by Genesis of this Second Agreement and the other Second Master Documents under Genesis' limited partnership agreement or other documents to which Genesis is a party. 6.6 There are no suits or proceedings pending or, to Genesis' knowledge, threatened against Genesis before any Governmental Authority, that if decided adversely to the interest of Genesis would reasonably be expected to have a Material Adverse Effect. 6.7 The Second Production Payment to be acquired by Genesis pursuant to this Second Agreement is being acquired for Genesis' own account and for investment and not for distribution in violation of applicable securities laws.

REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants to Denbury as follows: 6.1 Genesis is a limited partnership duly formed and validly existing under the laws of the State of Delaware. Genesis possesses the legal right, power and authority, and qualifications to conduct its business and own its properties, except where the failure to so possess would not, individually or collectively, have a Material Adverse Effect. Genesis has the legal right, power and authority to execute and deliver this Second Agreement, the Second Assignment and the other Second Master Documents and to perform all of its obligations hereunder and thereunder, including unanimous approval of the transactions by the audit committee of Genesis Energy, Inc., the general partner of Genesis, such audit committee consisting solely of independent directors (the "“Audit Committee"”). 6.2 The execution, delivery and performance by Genesis of this Second Agreement and the other Second Master Documents are within its powers and authority, have been duly authorized by all necessary board of director action on the part of Genesis Energy, Inc. Inc., (in its capacity as general partner of Genesis), ) and by the Audit Committee and do not and will not (i) violate any Governmental Requirement currently in effect having applicability to Genesis, other than violations which would not, individually or collectively, cause a Material Adverse Effect, or (ii) violate Genesis' limited partnership agreement or other governing documents, or (iii) result in a breach of or constitute a default (excluding breaches or defaults which, individually or collectively, would not have a Material Adverse Effect) under any indenture, bank loan, or credit agreement or farm-out agreement, program agreement or operating agreement, or any other agreement or instrument to which Genesis is a party or by which Genesis or its properties may be currently bound or affected. 6.3 Genesis is not in default under any Governmental Requirement, indenture, agreement, or instrument that would reasonably be expected to cause a Material Adverse Effect nor does any fact or condition exist at this time that would reasonably be expected to cause a Material Adverse Effect now or in the future under any Governmental Requirement, indenture, agreement or instrument; and all consents or approvals under such indentures, agreements, and instruments necessary to permit the valid execution, delivery, and performance by Genesis of the Second Master Documents have been obtained. 6.4 This Second Agreement and the other Second Master Documents have been duly executed and delivered by Genesis, and this Second Agreement and the Second Master Documents constitute the legal, valid, and binding acts and obligations of Genesis enforceable against Genesis in accordance with their terms, subject, however, to bankruptcy, insolvency, reorganization, and other laws affecting creditors' ’ rights generally and general principles of equity. There are no bankruptcy, insolvency, reorganization, receivership or arrangement proceedings pending, being contemplated by or, to the knowledge of Genesis, threatened against Genesis. 6.5 All authorizations, consents, approvals, licenses, and exemptions of, and filings or registrations with, any Governmental Authority, that are required for the valid execution and delivery by Genesis of, or the performance by Genesis of its obligations under, this Second Agreement or the other Second Master Documents have been obtained or performed or the period for objection thereto expired, other than those which, if not obtained or performed, would not individually or collectively have a Material Adverse Effect; and no consent or vote of the limited partners of Genesis is required for the execution, delivery or performance by Genesis of this Second Agreement and the other Second Master Documents under Genesis' ’ limited partnership agreement or other documents to which Genesis is a party. 6.6 There are no suits or proceedings pending or, to Genesis' knowledge, threatened against Genesis before any Governmental Authority, that if decided adversely to the interest of Genesis would reasonably be expected to have a Material Adverse Effect. 6.7 The Second Production Payment to be acquired by Genesis pursuant to this Second Agreement is being acquired for Genesis' ’ own account and for investment and not for distribution in violation of applicable securities laws.

REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants to Denbury as follows: 6.1 6.1. Genesis is a limited partnership duly formed and validly existing under the laws of the State of Delaware. Genesis possesses the legal right, power and authority, and qualifications to conduct its business and own its properties, except where the failure to so possess would not, individually or collectively, have a Material Adverse Effect. Genesis has the legal right, power and authority to execute and deliver this Second Agreement, the Second Assignment and the other Second Master Documents and to perform all of its obligations hereunder and thereunder, including unanimous approval of the transactions by the audit committee of Genesis Energy, Inc., the general partner of Genesis, such audit committee consisting solely of independent directors (the "Audit Committee"). 6.2 6.2. The execution, delivery and performance by Genesis of this Second Agreement and the other Second Master Documents are within its powers and authority, have been duly authorized by all necessary board of director action on the part of Genesis Energy, Inc. (in its capacity as general partner of Genesis), and by the Audit Committee and do not and will not (i) violate any Governmental Requirement currently in effect having applicability to Genesis, other than violations which would not, individually or collectively, cause a Material Adverse Effect, or (ii) violate Genesis' limited partnership agreement or other governing documents, or (iii) result in a breach of or constitute a default (excluding breaches or defaults which, individually or collectively, would not have a Material Adverse Effect) under any indenture, bank loan, or credit agreement or farm-out agreement, program agreement or operating agreement, or any other agreement or instrument to which Genesis is a party or by which Genesis or its properties may be currently bound or affected. 6.3 6.3. Genesis is not in default under any Governmental Requirement, indenture, agreement, or instrument that would reasonably be expected to cause a Material Adverse Effect nor does any fact or condition exist at this time that would reasonably be expected to cause a Material Adverse Effect now or in the future under any Governmental Requirement, indenture, agreement or instrument; and all consents or approvals under such indentures, agreements, and instruments necessary to permit the valid execution, delivery, and performance by Genesis of the Second Master Documents have been obtained. 6.4 This Second Agreement and the other Second Master Documents have been duly executed and delivered by Genesis, and this Second Agreement and the Second Master Documents constitute the legal, valid, and binding acts and obligations of Genesis enforceable against Genesis in accordance with their terms, subject, however, to bankruptcy, insolvency, reorganization, and other laws affecting creditors' rights generally and general principles of equity. There are no bankruptcy, insolvency, reorganization, receivership or arrangement proceedings pending, being contemplated by or, to the knowledge of Genesis, threatened against Genesis. 6.5 All authorizations, consents, approvals, licenses, and exemptions of, and filings or registrations with, any Governmental Authority, that are required for the valid execution and delivery by Genesis of, or the performance by Genesis of its obligations under, this Second Agreement or the other Second Master Documents have been obtained or performed or the period for objection thereto expired, other than those which, if not obtained or performed, would not individually or collectively have a Material Adverse Effect; and no consent or vote of the limited partners of Genesis is required for the execution, delivery or performance by Genesis of this Second Agreement and the other Second Master Documents under Genesis' limited partnership agreement or other documents to which Genesis is a party. 6.6 There are no suits or proceedings pending or, to Genesis' knowledge, threatened against Genesis before any Governmental Authority, that if decided adversely to the interest of Genesis would reasonably be expected to have a Material Adverse Effect. 6.7 The Second Production Payment to be acquired by Genesis pursuant to this Second Agreement is being acquired for Genesis' own account and for investment and not for distribution in violation of applicable securities laws.cause

REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants to Denbury as follows: 6.1 Genesis is a limited partnership duly formed and validly existing under the laws of the State of Delaware. Genesis possesses the legal right, power and authority, and qualifications to conduct its business and own its properties, except where the failure to so possess would not, individually or collectively, have a Material Adverse Effect. Genesis has the legal right, power and authority to execute and deliver this Second Agreement, the Second Assignment and the other Second Master Documents and to perform all of its obligations hereunder and thereunder, including unanimous approval of the transactions by the audit committee of Genesis Energy, Inc., the general partner of Genesis, such audit committee consisting solely of independent directors (the "Audit Committee"). 6.2 The execution, delivery and performance by Genesis of this Second Agreement and the other Second Master Documents are within its powers and authority, have been duly authorized by all necessary board of director action on the part of Genesis Energy, Inc. Inc., (in its capacity as general partner of Genesis), ) and by the Audit Committee and do not and will not (i) violate any Governmental Requirement currently in effect having applicability to Genesis, other than violations which would not, individually or collectively, cause a Material Adverse Effect, or (ii) violate Genesis' limited partnership agreement or other governing documents, or (iii) result in a breach of or constitute a default (excluding breaches or defaults which, individually or collectively, would not have a Material Adverse Effect) under any indenture, bank loan, or credit agreement or farm-out agreement, program agreement or operating agreement, or any other agreement or instrument to which Genesis is a party or by which Genesis or its properties may be currently bound or affected. 6.3 Genesis is not in default under any Governmental Requirement, indenture, agreement, or instrument that would reasonably be expected to cause a Material Adverse Effect nor does any fact or condition exist at this time that would reasonably be expected to cause a Material Adverse Effect now or in the future under any Governmental Requirement, indenture, agreement or instrument; and all consents or approvals under such indentures, agreements, and instruments necessary to permit the valid execution, delivery, and performance by Genesis of the Second Master Documents have been obtained. 6.4 This Second Agreement and the other Second Master Documents have been duly executed and delivered by Genesis, and this Second Agreement and the Second Master Documents constitute the legal, valid, and binding acts and obligations of Genesis enforceable against Genesis in accordance with their terms, subject, however, to bankruptcy, insolvency, reorganization, and other laws affecting creditors' rights generally and general principles of equity. There are no bankruptcy, insolvency, reorganization, receivership or arrangement proceedings pending, being contemplated by or, to the knowledge of Genesis, threatened against Genesis. 6.5 All authorizations, consents, approvals, licenses, and exemptions of, and filings or registrations with, any Governmental Authority, that are required for the valid execution and delivery by Genesis of, or the performance by Genesis of its obligations under, this Second Agreement or the other Second Master Documents have been obtained or performed or the period for objection thereto expired, other than those which, if not obtained or performed, would not individually or collectively have a Material Adverse Effect; and no consent or vote of the limited partners of Genesis is required for the execution, delivery or performance by Genesis of this Second Agreement and the other Second Master Documents under Genesis' limited partnership agreement or other documents to which Genesis is a party. 6.6 There are no suits or proceedings pending or, to Genesis' knowledge, threatened against Genesis before any Governmental Authority, that if decided adversely to the interest of Genesis would reasonably be expected to have a Material Adverse Effect. 6.7 The Second Production Payment to be acquired by Genesis pursuant to this Second Agreement is being acquired for Genesis' own account and for investment and not for distribution in violation of applicable securities laws.