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

Manager’s Representations and Warranties. Manager represents and warrants to Owner that: (a) Manager has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this Agreement and each of the Additional Instruments and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Manager of this Agreement and the Additional Instruments to which Manager is a party and the consummation by Manager of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of Manager. (c) This Agreement has been duly and validly executed and delivered by Manager and constitutes the legal, valid and binding obligations of Manager, enforceable against it in accordance with their respective terms. (d) The execution and delivery by Manager of this Agreement, the performance by Manager of its obligations hereunder and the consummation by Manager of the transactions contemplated hereby and thereby do not: (i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of Manager; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding to which Manager is a party or by which any of the properties or assets of Manager may be bound or otherwise subject; or (iii) contravene or violate any law, rule, regulation, or order applicable to Manager, Manager’s Associated Parties, or any of their respective properties or assets. (e) Manager is experienced in the operation of offshore oil and gas properties and has the requisite personnel resources, training and experience to manage and operate the Interests (as such term is hereinafter defined).