Common use of Contractor Representations and Warranties Clause in Contracts

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement: (i) Contractor is a corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iii) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it is a party have been duly authorized, executed, and delivered by Contractor and constitute legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (iv) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor; (B) any Applicable Law; or (C) any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected; (v) there are, to the knowledge of its senior management, no actions, suits, proceedings, or investigations pending or threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and the Implementing Agreements to which it is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (vi) Contractor is able to meet its obligations as they generally become due; and (vii) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada).

Contractor Representations and Warranties. (a) The Contractor represents and warrants to Hospital that as the District that, to the best of the date of this Project AgreementContractor’s knowledge: (i) The Contractor is a corporation incorporated and duly organized, validly existing under and in good standing in accordance with the laws of the Province of Ontariostate in which it was organized or formed, is authorized to conduct business in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returnsState, and has all the requisite corporate power full power, authority, and authority legal right to own, lease and operate its properties otherwise acquire and assets, to carry on its business as it is currently being conducted, convey interests in real and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunderpersonal property; (ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in The Contractor is aware of the requirements of Education Code Section 17406 and Public Contract Code Section 20111.6 for prequalification of each prime contractor with a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or general contractor license and each prime contractor and subcontractor with any of certain mechanical, electrical and plumbing (“MEP”) contractor licenses, which is applicable to each public project that is projected to cost $1,000,000 or more, and that is paid for, in whole or in part, using certain funds provided through the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereofState (“Prequalification Requirement”); (iii) this Project Agreement and To the Implementing Agreements (when executed and delivered) extent the Prequalification Requirement is applicable to which it is a party have been duly authorized, executedthe Project, and delivered by Contractor and constitute legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (A) limitations with respect to the enforcement extent not already done prior to the Competitive Selection Process, the Contractor shall ensure that, prior to commencing the Work, the Contractor (as the prime contractor) and each MEP subcontractor with one of remedies the specialty licenses specified in Public Contract Code Section 20111.6 has been prequalified by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgmentsDistrict; (iv) The Contractor has full power, authority and legal right to enter into and perform its obligations pursuant to the authorizationLLB Agreements, and the execution, delivery, delivery and performance thereof has been duly authorized by all necessary actions on the part of the Contractor of this Project Agreement and the Implementing Agreements to which it is a party does not violate or conflict withrequire any further approvals; (v) Execution, delivery and performance of the LLB Agreements has not and/or will not result in any breach by the Contractor of, or constitute a default under: (A) its constating or organizational documents or in accordance with, any unanimous shareholders agreement or similar rights agreement binding on Contractor; (B) any Applicable Law; or (C) any covenantindenture, mortgage, contract, agreement, formation document, or other instrument or agreement to which it the Contractor is a party or by which it or any of its properties or assets is bound or affected;bound; and (vvi) there are, to the knowledge of its senior management, There are no actions, suits, proceedings, or investigations pending or threatened against Contractor at law actions or in equity proceedings before any Governmental Authority court or arbitral body (whether or not covered by insurance) administrative agency that individually or in may materially and adversely affect the aggregate could result in any material adverse effect on ability of the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and pursuant to the Implementing Agreements to which it is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (vi) Contractor is able to meet its obligations as they generally become due; and (vii) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada)LLB Agreements.

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement: (i) Contractor is a corporation incorporated and duly organized, validly existing and in good standing under the laws of the Province jurisdiction of Ontarioits organization, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iii) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it Contractor is a party have been duly authorized, executed, and delivered by Contractor and constitute a legal, valid, and binding obligations obligation of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (iv) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it Contractor is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor; (B) any Applicable Law; or (C) any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected; (v) there are, to the knowledge of its senior management, are no actions, suits, proceedings, or investigations pending or or, to the knowledge of management on the reasonable advice of counsel, threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material materially adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and the Implementing Agreements to which it Contractor is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material materially adverse effect or impairment; (vi) Contractor is able to meet its obligations as they generally become due; and; (vii) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada); and (viii) Contractor has, together with Project Co, secured the Financing and is in a position to implement the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in securing the financing for projects similar to the Project.

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement: (i) Contractor is a corporation company incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of and the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iii) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it Contractor is a party have been duly authorized, executed, and delivered by Contractor and constitute a legal, valid, and binding obligations obligation of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (iv) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it Contractor is a party does not violate or conflict with, or constitute a material default under: (A) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor; (B) any Applicable Law; or (C) any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected; (v) there are, to the knowledge of its senior managementmanagement on the reasonable advice of counsel, no actions, suits, proceedings, or investigations pending or threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material materially adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and the Implementing Agreements to which it Contractor is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material materially adverse effect or impairment; (vi) Contractor is able to meet its obligations as they generally become due; and; (vii) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada); and (viii) Contractor has, together with Project Co, secured the Financing and is in a position to implement the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in closing the financing for projects similar to the Project. (b) Project Co represents and warrants to Hospital that as at the date of this Project Agreement: (i) Project Co is a company incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (ii) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would impair or limit its ability to perform its obligations under this Project Agreement and any Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iii) this Project Agreement and any Implementing Agreements (when executed and delivered) to which it is a party have been duly authorized, executed, and delivered by Project Co and constitute a legal, valid, and binding obligation of Project Co, enforceable against Project Co in accordance with their terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (iv) the authorization, execution, delivery, and performance by Project Co of this Project Agreement and any Implementing Agreements to which it is a party does not and will not violate or conflict with, or constitute a default under: (A) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Project Co; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (v) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any materially adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement and any Implementing Agreements to which it is a party, and Project Co has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that could result in any such materially adverse effect or impairment; (vi) Project Co is a wholly-owned subsidiary of Contractor; (vii) Project Co is able to meet its obligations as they generally become due; (viii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada); and (ix) Project Co has, together with Contractor, secured the Financing and is in a position to implement the Financing on or before the Financial Close Target Date.

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement: (i) Contractor is a corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iii) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it is a party have been duly authorized, executed, and delivered by Contractor and constitute legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (iv) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor; (B) any Applicable Law; or (C) any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected; (v) there are, to the knowledge of its senior management, are no actions, suits, proceedings, or investigations pending or or, to the knowledge of its senior management, threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and or any of the Implementing Agreements to which it is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (vi) Contractor is able to meet its obligations as they generally become due; and (vii) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada).

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement: (ia) Contractor is a corporation incorporated and duly organized, validly existing and in good standing under the laws of the Province jurisdiction of Ontarioits organization, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (iib) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iiic) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it is a party have been duly authorized, executed, and delivered by Contractor and constitute legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (Ai) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (Bii) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (ivd) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it is a party does not violate or conflict with, or constitute a default under: (Ai) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor; (Bii) any Applicable Law; or (Ciii) any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected; (ve) there are, to the knowledge of its senior management, no actions, suits, proceedings, or investigations pending or threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material materially adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and the Implementing Agreements to which it is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material materially adverse effect or impairment; (vif) Contractor is able to meet its obligations as they generally become due; and (viig) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada).

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement: (i) Contractor is a corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iii) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it is a party have been duly authorized, executed, and delivered by Contractor and constitute legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (A) A. limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) B. general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (iv) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it is a party does not violate or conflict with, or constitute a default under: (A) A. its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor; (B) B. any Applicable Law; or (C) C. any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected; (v) there are, to the knowledge of its senior management, are no actions, suits, proceedings, or investigations pending or or, to the knowledge of its senior management, threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and or any of the Implementing Agreements to which it is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (vi) Contractor is able to meet its obligations as they generally become due; and (vii) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada).

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital OIPC that as of the date of this Project Agreement: (ia) Contractor is a corporation incorporated and limited partnership validly existing and in good standing under the laws of the Province jurisdiction of Ontarioits organization and there is no restriction or prohibition contained in the partnership agreement constituting the Contractor to limit the power and authority of the General Partner to own, lease and operate the Contractor's properties and assets, to carry on the Contractor's business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements and to perform the Contractor's obligations hereunder and thereunder (b) General Partner is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party on behalf of the Contractor and to perform its the Contractor's obligations hereunder and thereunder; (iic) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its the partnership agreement creating the Contractor or the General Partner's constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its the General Partner's ability to perform its the obligations of the Contractor under this Project Agreement or any of and the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iiid) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it Contractor is a party have been duly authorized, executed, and delivered by General Partner on behalf of Contractor and constitute a legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (Ai) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ ' rights generally; and (Bii) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (ive) the authorization, execution, delivery, and performance by General Partner on behalf of Contractor of this Project Agreement and the Implementing Agreements to which it Contractor is a party does not violate or conflict with, or constitute a material default under: (Ai) its the partnership agreement constating the Contractor or the constating or organizational documents or any unanimous shareholders agreement of the General Partner or similar rights agreement binding on ContractorContractor or General Partner; (Bii) any Applicable Law; or (Ciii) any covenant, contract, instrument or agreement to which it Contractor or General Partner is a party or by which it either or any of its their properties or assets is are bound or affected; (vf) there are, to the knowledge of its senior management, are no actions, suits, proceedings, or investigations pending or threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material materially adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and the Implementing Agreements to which it Contractor is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material materially adverse effect or impairment; (vig) Contractor is able to meet its obligations as they generally become due; and; (viih) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada); and (i) Contractor has, together with Project Co, secured the Financing and is in a position to implement the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in closing the financing for projects similar to the Project.

Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement:Agreement:‌ (i) Contractor is a corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder; (ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof; (iii) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it is a party have been duly authorized, executed, and delivered by Contractor and constitute legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (iv) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor; (B) any Applicable Law; or (C) any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected; (v) there are, to the knowledge of its senior management, are no actions, suits, proceedings, or investigations pending or or, to the knowledge of its senior management, threatened against Contractor at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Project Agreement and or any of the Implementing Agreements to which it is a party, and Contractor has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (vi) Contractor is able to meet its obligations as they generally become due; and (vii) Contractor is registered under Division V of Part IX of the Excise Tax Act (Canada).