Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:
(i) IO is a non-share capital corporation continued and amalgamated under the Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, and has all the requisite corporate power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement as agent for the Province;
(ii) subject to Sections 6.2(a)(v)(C), (D), (E) and (F), IO is entering into this Project Agreement as agent for the Province and has the requisite power, authority and capacity to execute and deliver this Project Agreement and to bind the Province to this Project Agreement, and Project Co is entitled to rely upon IO’s authority to bind the Province in respect of all other agreements, instruments, undertakings and documents executed and delivered by IO as agent for the Province that are required by this Project Agreement to be executed and delivered by the Province;
(iii) subject to Sections 6.2(a)(v)(C), (D), (E) and (F), Contracting Authority has the requisite power, authority and capacity to perform its obligations under this Project Agreement and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed;
(iv) Contracting Authority has obtained all necessary approvals to enter into this Project Agreement as agent for the Province;
(v) this Project Agreement has been duly authorized, executed, and delivered by Contracting Authority and constitutes a legal, valid, and binding obligation of Contracting Authority, enforceable against Contracting Authority in accordance with its 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;
(B) general equitable principles and the fact that the availability of equitable remedies such as specific performance and injunction are not available against the Province and that a court may stay proceedings or the execution of judgments;
(C) statutory limitations of general application respecting the enforceability of claims against the Province or its prope...
Contracting Authority Representations and Warranties. 6.1 The Contracting Authority represents and warrants that:
(a) the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement do not and will not infringe and are not and will not be contrary to any laws or regulations of any Governmental, administrative or regulatory body to which the Contracting Authority is subject to; and
(b) it will provide to the Private party all necessary access to, and exclusive use of, the site without responsibility for any debt, tax, charges on such assets and without interruption from any other person provided that the Contracting Authority has the right at all reasonable times, in all reasonable places, and subject to the operational needs of the provision of the Services to visit, inspect and conduct tests on all documents and the Service Area and the Private party shall make reasonable provision to assist the Contracting Authority in such event.
Contracting Authority Representations and Warranties. Clause 7.4 (Project Company’s undertakings), Clause 31 (Force Majeure Events), Clause44 (Confidentiality), Clause 47 (No Partnership), Clause 49.2 (Intellectual Property Rights), Clause 50 (Assignment), Clause 51 (Language), Clause 52 (Counterparts), Clause 53 (Entire Agreement), Clause 54 (Notices), Clause 55 (Miscellaneous), Clause 56 (Governing Law), Clause 57 (Dispute resolution), Clause 58 (Amendments to this Agreement) and Clause 59 (Costs and expenses) shall become effective on the Execution Date and all other respective rights and obligations of the Parties under this Agreement shall be subject to and only become effective upon the satisfaction or waiver in full of the conditions precedent in Clause 2.3 (Conditions Precedent) (the Conditions Precedent).
