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

Operator’s Representations and Warranties. Operator represents and warrants to ECRC, with the intent that ECRC will rely upon such representations and warranties in entering into this Agreement, that: (a) as of the Effective Date, the Member Oil Handling Facilities listed in Schedule “B" to this Agreement are the only oil handling facilities in respect of which an arrangement is required by Operator under the terms of this Agreement; (b) Operator is a corporation duly incorporated and validly existing under the laws of its jurisdiction and has all necessary corporate power, authority and capacity to enter into and to carry out its obligations under this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Operator; (c) Operator is not party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, statute, regulation, order, judgment, decree, licence, permit or law which would be violated, contravened, breached by, or under which default would occur as a result of the execution and delivery of this Agreement, or the performance by Operator of any of its obligations provided under this Agreement; (d) this Agreement is a valid and binding obligation of Operator, enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought; (e) Operator has the financial capability to pay the Membership Fees, as well as any ECRC Fees and Taxes which may accrue in the course of carrying out Marine Spill Response Services under the terms of this Agreement