Common use of Representations and Warranties of Operator Clause in Contracts

Representations and Warranties of Operator. Subject to any disclosure made in writing by Operator or its Affiliates to MSC or its Affiliates on or before the date hereof, Operator hereby represents and warrants as follows: (a) Operator is a duly organized company under Macau Law. (b) (i) Operator has full legal right, power and authority under the Laws of Macau, and Operator and has taken all corporate action necessary, to enter into this Agreement, to perform its obligations hereunder, and to consummate all other transactions contemplated hereby; and (ii) prior to execution of this Agreement and any and all other documents and agreements related thereto or contemplated hereby or thereby (collectively, the “Transaction Documents”), Operator shall have taken any and all action necessary to authorize the execution, delivery and performance of the Transaction Documents, the performance of its obligations thereunder, and the consummation of all other transactions contemplated thereby. (c) This Agreement and each of the other Transaction Documents has been duly executed and delivered by Operator and, when approved by necessary Governmental Authority(ies) (where applicable), will constitute valid and binding obligations, enforceable against Operator in accordance with their terms. (d) The execution and delivery of this Agreement and each of the other Transaction Documents, the performance by Operator of its obligations hereunder and thereunder and the consummation by Operator of the transactions contemplated hereby and thereby will not violate any contract or agreement to which Operator or any of its Affiliates is a party or any Law or require any Governmental Approval beyond those contemplated herein or therein. (e) Operator has received an effective subconcession from the Macau Government that has been issued under the concession of Xxxx Resorts (Macau), Limited and constitutes a valid Gaming License. Operator has delivered to MSC true, correct and complete copies of: (i) the subconcession agreement entered into between Operator and Xxxx Resorts (Macau), Limited (the “Subconcession Agreement”) and (ii) (A) letter dated 8 September 2006 from the Macau Government addressed to Operator and copies to Xxxx Macau, with regard to the confirmation by the Macau Government of the Subconcession Agreement, (B) letter dated 8 September 2006 from Operator addressed to the Macau Government with regard to the confirmation of the rights and obligations of Operator to the Macau Government, and (C) letter dated 8 September 2006 from the Macau Government addressed to Operator, with regard to the confirmation of the rights and obligations of the Macau Government to Operator (collectively, the “Side Letter”). The Side Letter and the Subconcession Agreement constitute the entire agreement with the Macau Government as to Operator’s and the Macau Government’s rights and obligations with respect to the subconcession. All conditions to the effectiveness of the Subconcession Agreement and the Side Letter, including, without limitation, the obligation to deliver a bank performance bond to the Macau Government with respect to its obligations under the Side Letter, have been satisfied, and all amounts required to be paid by Operator as of the date of this Agreement under the Subconcession Agreement and the Side Letter as conditions to their respective effectiveness have been indefeasibly paid in full. All requisite approvals of Governmental Authorities and Gaming Authorities in connection with the Subconcession Agreement and the Macau Government’s acceptance of all rights and obligations ascribed to it by the Side Letter have been obtained and are in full force and effect. (f) All requisite Governmental Approvals have been received and remain valid with respect to formation of a joint venture between Crown and Melco whereby Operator was created, including without limitation from the Victorian Commission for Gambling Regulation and the Western Australian Gaming and Wagering Commission, and Operator has delivered to MSC true, correct and complete copies of such Governmental Approvals.

Representations and Warranties of Operator. Subject to any disclosure made in writing by ‌ Operator or its Affiliates to MSC or its Affiliates on or before the date hereof, Operator hereby represents and warrants as followsto Alert, with the intent that Alert will rely upon such representations and warranties in entering into this Agreement, that: (a) Operator is a corporation duly organized company under Macau Law. (b) (i) Operator has full legal right, power incorporated and authority validly existing under the Laws laws of Macau, and Operator its jurisdiction of incorporation and has taken all necessary corporate action necessarypower, authority and capacity to enter into and to carry out its obligations under this Agreement, to perform its obligations hereunder, and to consummate all other transactions contemplated hereby; and (ii) prior to execution of this Agreement and any and all other documents and agreements related thereto or contemplated hereby or thereby (collectively, the “Transaction Documents”), Operator shall have taken any and all action necessary to authorize the execution, delivery and performance of the Transaction Documents, the performance of its obligations thereunder, and the consummation of all other transactions contemplated thereby. (c) This Agreement and each of the other Transaction Documents has been duly executed and delivered by Operator and, when approved by necessary Governmental Authority(ies) (where applicable), will constitute valid and binding obligations, enforceable against Operator in accordance with their terms. (d) The execution and delivery of this Agreement and each the consummation of the other Transaction Documentstransactions 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, proviso, 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 its obligations hereunder and thereunder and the consummation by Operator of the transactions contemplated hereby and thereby will not violate any contract or agreement to which Operator or any of its Affiliates obligations provided under this Agreement; (c) this Agreement is a party 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 Law or require any Governmental Approval beyond those contemplated herein or therein.Alert Fees and Taxes which it may incur in connection with the provision of Marine Spill Response Services under the terms of this Agreement; (e) Operator has received an effective subconcession from the Macau Government that has been issued under the concession is and will continue to be a member of Xxxx Resorts (Macau), Limited a protection and constitutes indemnity club or association which is a valid Gaming License. Operator has delivered to MSC true, correct and complete copies of: (i) the subconcession agreement entered into between Operator and Xxxx Resorts (Macau), Limited (the “Subconcession Agreement”) and (ii) (A) letter dated 8 September 2006 from the Macau Government addressed to Operator and copies to Xxxx Macau, with regard to the confirmation by the Macau Government member of the Subconcession Agreement, (B) letter dated 8 September 2006 from Operator addressed international group of protection and indemnity clubs or has and will continue to the Macau Government with regard to the confirmation of the rights and obligations of Operator to the Macau Government, and (C) letter dated 8 September 2006 from the Macau Government addressed to Operator, with regard to the confirmation of the rights and obligations of the Macau Government to Operator (collectively, the “Side Letter”). The Side Letter and the Subconcession Agreement constitute the entire agreement with the Macau Government as to Operator’s and the Macau Government’s rights and obligations with respect to the subconcession. All conditions to the effectiveness of the Subconcession Agreement and the Side Letter, including, without limitation, the obligation to deliver a bank performance bond to the Macau Government with respect to its obligations under the Side Letter, have been satisfied, and all amounts required to be paid by Operator as of the date of this Agreement under the Subconcession Agreement and the Side Letter as conditions to their respective effectiveness have been indefeasibly paid in full. All requisite approvals of Governmental Authorities and Gaming Authorities in connection with the Subconcession Agreement and the Macau Government’s acceptance of all rights and obligations ascribed to it by the Side Letter have been obtained and are in full force and effect.maintain an arrangement through underwriters providing first class security; and (f) All requisite Governmental Approvals have been received and remain valid with respect to formation as of the Effective Date, Schedule “A” hereto contains a joint venture between Crown and Melco whereby complete list of all ships owned or operated by Operator was created, including without limitation from the Victorian Commission for Gambling Regulation and the Western Australian Gaming and Wagering Commissionwhich navigate or engage in marine activities in Alert’s GAR, and in respect of which Operator has delivered is required to MSC true, correct enter into an agreement with a response organization pursuant to the Act. 9.1 Books and complete copies of such Governmental Approvals.Records‌‌‌

Representations and Warranties of Operator. Subject to any disclosure made in writing by ‌ Operator or its Affiliates to MSC or its Affiliates on or before the date hereof, Operator hereby represents and warrants as followsto Alert, with the intent that Alert will rely upon such representations and warranties in entering into this Agreement, that: (a) as of the Effective Date, the oil handling facilities listed in Schedule “A” to this Agreement have been designated for purposes of the Act and Schedule “A” contains a complete list of all of the designated oil handling facilities operated by Operator is a duly organized company under Macau Law.within Alert’s GAR or on any lands adjacent thereto; (b) (i) Operator has full legal right, power is a corporation duly incorporated and authority validly existing under the Laws laws of Macau, and Operator its jurisdiction of incorporation and has taken all necessary corporate action necessarypower, authority and capacity to enter into and to carry out its obligations under this Agreement, to perform its obligations hereunder, and to consummate all other transactions contemplated hereby; and (ii) prior to execution of this Agreement and any and all other documents and agreements related thereto or contemplated hereby or thereby (collectively, the “Transaction Documents”), Operator shall have taken any and all action necessary to authorize the execution, delivery and performance of the Transaction Documents, the performance of its obligations thereunder, and the consummation of all other transactions contemplated thereby. (c) This Agreement and each of the other Transaction Documents has been duly executed and delivered by Operator and, when approved by necessary Governmental Authority(ies) (where applicable), will constitute valid and binding obligations, enforceable against Operator in accordance with their terms. (d) The execution and delivery of this Agreement and each the consummation of the other Transaction Documentstransactions 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, proviso, 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 its obligations hereunder and thereunder and the consummation by Operator of the transactions contemplated hereby and thereby will not violate any contract or agreement to which Operator or any of its Affiliates obligations provided under this Agreement; (d) this Agreement is a party 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 any Law or require any Governmental Approval beyond those contemplated herein or therein.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 received an effective subconcession from the Macau Government that has been issued under financial capability to pay the concession of Xxxx Resorts (Macau)Membership Fees, Limited as well as any Alert Fees and constitutes a valid Gaming License. Operator has delivered to MSC true, correct and complete copies of: (i) the subconcession agreement entered into between Operator and Xxxx Resorts (Macau), Limited (the “Subconcession Agreement”) and (ii) (A) letter dated 8 September 2006 from the Macau Government addressed to Operator and copies to Xxxx Macau, with regard to the confirmation by the Macau Government of the Subconcession Agreement, (B) letter dated 8 September 2006 from Operator addressed to the Macau Government with regard to the confirmation of the rights and obligations of Operator to the Macau Government, and (C) letter dated 8 September 2006 from the Macau Government addressed to Operator, with regard to the confirmation of the rights and obligations of the Macau Government to Operator (collectively, the “Side Letter”). The Side Letter and the Subconcession Agreement constitute the entire agreement with the Macau Government as to Operator’s and the Macau Government’s rights and obligations with respect to the subconcession. All conditions to the effectiveness of the Subconcession Agreement and the Side Letter, including, without limitation, the obligation to deliver a bank performance bond to the Macau Government with respect to its obligations under the Side Letter, have been satisfied, and all amounts required to be paid by Operator as of the date of this Agreement under the Subconcession Agreement and the Side Letter as conditions to their respective effectiveness have been indefeasibly paid in full. All requisite approvals of Governmental Authorities and Gaming Authorities Taxes which it may incur in connection with the Subconcession Agreement and provision of Marine Spill Response Services under the Macau Government’s acceptance terms of all rights and obligations ascribed to it by the Side Letter have been obtained and are in full force and effect.this Agreement; and (f) All requisite Governmental Approvals have been received Operator shall maintain in force throughout the term of this Agreement pollution liability insurance with limits of not less than Five Million Dollars ($5,000,000.00) per occurrence, covering bodily injury, property damage, environmental damage and remain valid with respect to formation clean-up costs arising out of a joint venture between Crown and Melco whereby Operator was created, including without limitation from the Victorian Commission for Gambling Regulation and the Western Australian Gaming and Wagering Commission, and Operator has delivered to MSC true, correct and complete copies spill of such Governmental Approvalsoil.