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 property; (D) Section 11.3 of the Financial Administration Act (Ontario); (E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and (F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario); (vi) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, or any regulations made in respect thereof; (B) the Executive Council Act (Ontario); (C) any Applicable Law; or (D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Contracting Authority Event of Default has occurred and is continuing; (viii) Contracting Authority is able to meet its obligations as they generally become due; (ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order , writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment: (x) Contracting Authority has, or will have, rights of use and access to, on and over the Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and (xi) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Lands.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority IO represents and warrants to Project Co Co, on a several basis, that as of Commercial Close:Close:
(i) IO is a non-share capital corporation amalgamated and continued and amalgamated under the Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, and has which provides all the requisite corporate power and authority for IO 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), as applicable, 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 ProvinceIO;
(iii) subject to Sections 6.2(a)(v)(C), (D), (E) and (F), Contracting Authority IO 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 subject to Sections 6.2(a)(v)(C), (D) and (E) IO has obtained all of the necessary approvals to enter into and perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(v) this Project Agreement has been duly authorized, executed, and delivered by Contracting Authority IO and constitutes a legal, valid, and binding obligation of Contracting AuthorityIO, enforceable against Contracting Authority IO in accordance with its terms, subject only to: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 property;property;
(D) Section section 11.3 of the Financial Administration Act (Ontario);Ontario);
(E) any terms and conditions as are set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section section 43 of the Financial Administration Act (Ontario);Ontario); and
(vi) the execution, delivery, and performance by Contracting Authority IO of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario)2011, S.O. 2011, c. 9, Schedule 32, as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario)Act, R.S.O. 1990, c. E.25;
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected.
(b) Metrolinx represents and warrants to Project Co, on a several basis, that as of Commercial Close:
(i) Metrolinx is a non-share capital corporation continued under the Metrolinx Act, 2006, S.O. 2006, c. 16 and has all of 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 in its own name as a Crown agency of the Province in accordance with Section 3 of the Metrolinx Act, 2006, S.O. 2006, c. 16;
(viiii) no Contracting Authority Event subject to Sections 6.2(b)(v)(C), (D) and (E), Metrolinx is entering into this Project Agreement in its own name as a Crown agency of Default the Province and has occurred the requisite power, authority and capacity to execute and deliver this Project Agreement and to bind itself personally to this Project Agreement and to provide recourse to the Province in accordance with the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, including section 35 thereof, and Project Co is continuingentitled to rely upon Metrolinx’s authority to bind itself and the recourse to the Province on such basis in respect of all other agreements, instruments, undertakings and documents executed and delivered by Metrolinx that are required by this Project Agreement to be executed and delivered by Metrolinx;
(viiiiii) Contracting Authority is able subject to meet its obligations as they generally become due;
Sections 6.2(b)(v)(C), (ixD) there are no actionsand (E), suitsMetrolinx has the requisite power, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice authority and 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 Contracting Authority or in any impairment of its ability capacity to perform its obligations under this Project AgreementAgreement and to do all acts and things, and Contracting Authority 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) Metrolinx has no knowledge obtained all necessary approvals to enter into this Project Agreement as a Crown agency;
(v) this Project Agreement has been duly authorized, executed, and delivered by Metrolinx and constitutes a legal, valid, and binding obligation of any violation or default Metrolinx, enforceable against Metrolinx, subject to the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, 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 may not be available against Metrolinx and 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 Metrolinx or the Province or the property of Metrolinx or the Province;
(D) any order terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of section 28 of the Financial Administration Act, writR.S.O. 1990, injunctionc. F.12; and
(E) with regard to the recourse against the Province, section 35 of the Metrolinx Act, 2006, S.O. 2006, c. 16 and the powers of the Minister of Finance to effect set offs against amounts owing by the Province pursuant to section 43 of the Financial Administration Act, R.S.O. 1990, c. F.12;
(vi) the execution, delivery, and performance by Metrolinx of this Project Agreement does not and will not violate or conflict with, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairmentconstitute a default under:
(xA) Contracting Authority the Metrolinx Act, 2006, S.O. 2006, c. 16, or any regulations made in respect thereof;
(B) any Applicable Law; or
(C) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected; and
(vii) Metrolinx has, or will have, licence rights of use and access to, on and over the Metrolinx Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence access rights contemplated in Section 16; and16.1.
(xic) Contracting Authority represents and warrants to Project Co, on a joint and several basis, that as of Commercial Close, no Contracting Authority Event of Default has occurred and is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Landscontinuing.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a non-share capital corporation continued amalgamated and amalgamated validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Public and Business Service Delivery of Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority has obtained all necessary approvals Authority’s constating documents, letters patent or by-laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viii) Contracting Authority is able to meet its obligations as they generally become due;
(ixvii) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(xviii) Contracting Authority has, or will have, is able to meet its obligations as they generally become due;
(ix) Contracting Authority has rights of use and access to, on and over the Lands and the Existing Expansion Infrastructure Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and16.1;
(xix) Contracting Authority is the registered owner of, of the Lands and has, or will have, at all relevant times, has good title thereto in fee simple tosimple, subject only to the Owned LandsTitle Encumbrances; and
(xi) the contemplated uses of the Facility are permitted by the existing official plan, zoning and other land use restrictions.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a nonnot-share capital for-profit corporation continued incorporated and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Actlaws of the Province of Ontario, 2011, S.O. 2011, c. 9, Schedule 32, as amended, is in good standing with the Ministry of Government Services (Ontario) with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority has obtained all necessary approvals Authority’s constating documents, letters patent or by- laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viiivii) to the knowledge of Contracting Authority is able to meet its obligations as they generally become due;
(ix) Authority, there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(xviii) Contracting Authority has, or will have, is able to meet its obligations as they generally become due; and
(ix) Contracting Authority has rights of use and access to, on and over the Lands Site and the Existing Expansion Infrastructure Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and
(xi) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Lands9.1.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a non-share capital corporation continued incorporated and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Actlaws of the Province of Ontario, 2011, S.O. 2011, c. 9, Schedule 32, as amended, is in good standing with the Ministry of Government Services (Ontario) with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority has obtained all necessary approvals Authority’s constating documents, letters patent or by-laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viiivii) to the knowledge of Contracting Authority is able to meet its obligations as they generally become due;
(ix) Authority, there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(xviii) Contracting Authority has, or will have, is able to meet its obligations as they generally become due;
(ix) Contracting Authority has rights of use and access to, on and over the Lands Sites and the Existing Expansion Infrastructure Facilities or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and16.1;
(xix) Contracting Authority is the registered owner of, of the Sites and has, or will have, at all relevant times, has good title thereto in fee simple tosimple, subject only to the Owned LandsTitle Encumbrances; and
(xi) the contemplated uses of the Facilities are permitted by the existing official plan, zoning and other land use restrictions.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority IO represents and warrants to Project Co Co, on a several basis, that as of Commercial Close:Close:
(i) IO Ontario Infrastructure and Lands Corporation is a non-share capital corporation amalgamated and continued and amalgamated under the Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, and has which provides all the requisite corporate power and authority for IO 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), as applicable, 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 ProvinceIO;
(iii) subject to Sections 6.2(a)(v)(C), (D), (E) and (F), Contracting Authority IO 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 subject to Sections 6.2(a)(v)(C), (D) and (E), IO has obtained all of the necessary approvals to enter into and perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(v) this Project Agreement has been duly authorized, executed, and delivered by Contracting Authority IO and constitutes a legal, valid, and binding obligation of Contracting AuthorityIO, enforceable against Contracting Authority IO in accordance with its terms, subject only to: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 property;property;
(D) Section section 11.3 of the Financial Administration Act (Ontario);Ontario);
(E) any terms and conditions as are set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section section 43 of the Financial Administration Act (Ontario);Ontario); and
(vi) the execution, delivery, and performance by Contracting Authority IO of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario)2011, S.O. 2011, c. 9, Schedule 32, as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario)Act, R.S.O. 1990, c. E.25;
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected.
(b) Metrolinx represents and warrants to Project Co, on a several basis, that as of Commercial Close:
(i) Metrolinx is a non-share capital corporation continued under the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16 and has all of 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 in its own name as a Crown agency of the Province in accordance with Section 3 of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16;
(viiii) no Contracting Authority Event subject to Sections 6.2(b)(v)(C), (D) and (E), Metrolinx is entering into this Project Agreement in its own name as a Crown agency of Default the Province and has occurred the requisite power, authority and capacity to execute and deliver this Project Agreement and to bind itself personally to this Project Agreement and to provide recourse to the Province in accordance with the provisions of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16, including section 35 thereof, and Project Co is continuingentitled to rely upon Metrolinx’s authority to bind itself and the recourse to the Province on such basis in respect of all other agreements, instruments, undertakings and documents executed and delivered by Metrolinx that are required by this Project Agreement to be executed and delivered by Metrolinx;
(viiiiii) Contracting Authority is able subject to meet its obligations as they generally become due;
Sections 6.2(b)(v)(C), (ixD) there are no actionsand (E), suitsMetrolinx has the requisite power, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice authority and 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 Contracting Authority or in any impairment of its ability capacity to perform its obligations under this Project AgreementAgreement and to do all acts and things, and Contracting Authority 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) Metrolinx has no knowledge obtained all necessary approvals to enter into this Project Agreement as a Crown agency;
(v) this Project Agreement has been duly authorized, executed, and delivered by Metrolinx and constitutes a legal, valid, and binding obligation of any violation or default Metrolinx, enforceable against Metrolinx, subject to the provisions of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16, 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 may not be available against Metrolinx and 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 Metrolinx or the Province or the property of Metrolinx or the Province;
(D) any order terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of section 28 of the Financial Administration Act, writR.S.O. 1990, injunctionc. F.12; and
(E) with regard to the recourse against the Province, section 35 of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16 and the powers of the Minister of Finance to effect set offs against amounts owing by the Province pursuant to section 43 of the Financial Administration Act, R.S.O. 1990, c. F.12;
(vi) the execution, delivery, and performance by Metrolinx of this Project Agreement does not and will not violate or conflict with, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairmentconstitute a default under:
(xA) Contracting Authority the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16, or any regulations made in respect thereof;
(B) any Applicable Law; or
(C) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected; and
(vii) Metrolinx has, or will have, licence rights of use and access to, on and over the Metrolinx Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence access rights contemplated in Section 16; and16.1.
(xic) Contracting Authority represents and warrants to Project Co, on a joint and several basis, that as of Commercial Close, no Contracting Authority Event of Default has occurred and is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Landscontinuing.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) 7.2.1 The Contracting Authority represents and warrants to the Project Co Company that as of Commercial Close:on the Execution Date:
(ia) IO it is a non-share capital corporation continued duly established and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, and Applicable Laws;
(b) it has all the requisite corporate full power and authority to own its properties execute, deliver 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 carry out the transactions contemplated herein and that it has taken all acts actions necessary to execute this Agreement, exercise its rights and thingsperform its obligations under this Agreement;
(c) the signatory designated at the end of this Agreement has full power and authority to enter into this Agreement and legally bind the Contracting Authority;
(d) this Agreement, when executed and delivered by it, will constitute a valid and binding legal obligation enforceable in accordance with the terms and conditions hereunder;
(e) it is not the subject of, or aware of, any present or threatened claims, demands, allegations, proceedings, litigation or other adversarial proceedings against it or in respect of the Project or this Agreement, in each case, which could affect the execution and/or the implementation of this Agreement;
(f) it is not the subject of, or aware of, any present or threatened bankruptcy, liquidation or winding up proceedings, whether compulsory or voluntary; and
(g) it has taken all necessary actions under Applicable Law to authorise the execution, delivery and performance of this Agreement.
7.2.2 The Contracting Authority represents and warrants to the Project Company that on the Effective Date:
(a) it is duly established and validly existing under Applicable Laws;
(b) it has full power and authority to execute, deliver and perform all other agreements, instruments, undertakings its obligations under this Agreement 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 carry out 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 transactions contemplated herein 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 it has taken all actions necessary to execute this Agreement, exercise its property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms rights and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(vi) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(vii) no Contracting Authority Event of Default has occurred and is continuing;
(viii) Contracting Authority is able to meet its obligations as they generally become due;
(ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement;
(c) the signatory designated at the end of this Agreement has full power and authority to enter into this Agreement and legally bind the Contracting Authority;
(d) this Agreement, when executed and delivered by it, will constitute a valid and binding legal obligation enforceable in accordance with the terms and conditions hereunder;
(e) it is not the subject of or aware of any present or threatened claims, demands, allegations, proceedings, litigation or other adversarial proceedings against it or in respect of the Project or this Agreement, in each case which could affect the execution and/or the implementation of this Agreement;
(f) it is not the subject of or aware of any present or threatened bankruptcy, liquidation or winding up proceedings, whether compulsory or voluntary;
(g) the Original Site required for the Works under this Agreement has been acquired and vested in the Contracting Authority and that the Contracting Authority has no knowledge of any violation or default with respect to any order , writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:all
(xh) Contracting Authority hasit has taken all necessary actions under Applicable Law to authorise the execution, or will have, rights delivery and performance of use and access to, on and over this Agreement following the Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and
(xi) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned LandsEffective Date.
Appears in 1 contract
Samples: Public Private Partnership Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close: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 IO 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: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 property;property;
(D) Section 11.3 of the Financial Administration Act (Ontario);Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);Ontario);
(vi) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(vii) no Contracting Authority Event of Default has occurred and is continuing;
(viii) Contracting Authority is able to meet its obligations as they generally become due;
(ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order , writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:
(x) Contracting Authority has, or will have, rights of use and access to, on and over the Western Owned Lands, the Eastern Owned Lands, the Non-Owned Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and
(xix) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Western Owned Lands and the Eastern Owned Lands.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a non-share capital corporation continued incorporated and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Actlaws of the Province of Ontario, 2011, S.O. 2011, c. 9, Schedule 32, as amended, is in good standing with the Ministry of Government Services (Ontario) with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority’s constating documents, An Act Respecting Xxxxxx Memorial Community Hospital, 2002, S.O. 2002, c. Pr3 – Bill Pr5 pursuant to which Contracting Authority has obtained all necessary approvals was established or by-laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viiivii) to the knowledge of Contracting Authority is able to meet its obligations as they generally become due;
(ix) Authority, there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(xviii) Contracting Authority has, or will have, is able to meet its obligations as they generally become due;
(ix) Contracting Authority has rights of use and access to, on and over the Lands Site and the Existing Expansion Infrastructure Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and16.1;
(xix) Contracting Authority is the registered owner of, of the Site and has, or will have, at all relevant times, has good title thereto in fee simple tosimple, subject only to the Owned LandsTitle Encumbrances; and
(xi) the contemplated uses of the Facility are permitted by the existing official plan, zoning and other land use restrictions.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close: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 IO 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: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 property;property;
(D) Section 11.3 of the Financial Administration Act (Ontario);Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);Ontario);
(vi) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(vii) no Contracting Authority Event of Default has occurred and is continuing;
(viii) Contracting Authority is able to meet its obligations as they generally become due;
(ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order , writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:
(x) Contracting Authority has, or will have, rights of use and access to, on and over the Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and
(xix) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Lands.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a nonnot-share capital for-profit corporation continued incorporated and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Actlaws of the Province of Ontario, 2011, S.O. 2011, c. 9, Schedule 32, as amended, is in good standing with the Ministry of Government Services (Ontario) with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority has obtained all necessary approvals Authority’s constating documents, letters patent or by-laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viiivii) Contracting Authority is able to meet its obligations as they generally become due;
(viii) except with respect to any Lands described in Schedule 34 – Site and Lands for which the registered owner is a third party, Contracting Authority has rights of use and access to, on and over the Lands and the Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16.1;
(ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(x) except with respect to any Lands described in Schedule 34 – Site and Lands for which the owner is a third party, Contracting Authority has, or will have, rights is the registered owner of use and access to, on and over the Lands and has good title thereto in fee simple, subject only to the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16Title Encumbrances; and
(xi) Contracting Authority is the registered owner ofcontemplated uses of the Facility are permitted by the existing official plan, zoning, and has, or will have, at all relevant times, good title in fee simple to, the Owned Landsother land use restrictions.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close: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 IO 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: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 property;property;
(D) Section 11.3 of the Financial Administration Act (Ontario);Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);Ontario);
(vi) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(vii) no Contracting Authority Event of Default has occurred and is continuing;
(viii) Contracting Authority is able to meet its obligations as they generally become due;
(ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order , writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:
(x) Contracting Authority has, or will have, rights of use and access to, on and over the Lands and the Existing Expansion Infrastructure Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and
(xi) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Lands.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a non-share capital corporation continued amalgamated and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Actlaws of the Province of Ontario, 2011, S.O. 2011, c. 9, Schedule 32, as amended, is in good standing with the Ministry of Government Services (Ontario) with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority has obtained all necessary approvals Authority’s constating documents, letters patent or by-laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viii) Contracting Authority is able to meet its obligations as they generally become due;
(ixvii) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(xviii) Contracting Authority has, or will have, is able to meet its obligations as they generally become due;
(ix) Contracting Authority has rights of use and access to, on and over the Lands and the Existing Expansion Infrastructure Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and16.1;
(xix) Contracting Authority is the registered owner of, of the Lands and has, or will have, at all relevant times, has good title thereto in fee simple tosimple, subject only to the Owned LandsTitle Encumbrances; and
(xi) the contemplated uses of the Facility are permitted by the existing official plan, zoning and other land use restrictions.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority IO represents and warrants to Project Co Co, on a several basis, that as of Commercial Close:Close:
(i) IO is a non-share capital corporation amalgamated and continued and amalgamated under the Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, and has which provides all the requisite corporate power and authority for IO 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), as applicable, 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 ProvinceIO;
(iii) subject to Sections 6.2(a)(v)(C), (D), (E) and (F), Contracting Authority IO 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 subject to Sections 6.2(a)(v)(C), (D) and (E), IO has obtained all of the necessary approvals to enter into and perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(v) this Project Agreement has been duly authorized, executed, and delivered by Contracting Authority IO and constitutes a legal, valid, and binding obligation of Contracting AuthorityIO, enforceable against Contracting Authority IO in accordance with its terms, subject only to: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 property;property;
(D) Section section 11.3 of the Financial Administration Act (Ontario);Ontario);
(E) any terms and conditions as are set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set set-offs against amounts owing by Ontario pursuant to Section section 43 of the Financial Administration Act (Ontario);Ontario); and
(vi) the execution, delivery, and performance by Contracting Authority IO of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario)2011, S.O. 2011, c. 9, Schedule 32, as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected.
(b) Metrolinx represents and warrants to Project Co, on a several basis, that as of Commercial Close:
(i) Metrolinx is a non-share capital corporation continued under the Metrolinx Act, 2006, S.O. 2006, c. 16 and has all of 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 in its own name as a Crown agency of the Province in accordance with section 3 of the Metrolinx Act, 2006, S.O. 2006, c. 16;
(viiii) no Contracting Authority Event subject to Sections 6.2(b)(v)(C), (D) and (E), Metrolinx is entering into this Project Agreement in its own name as a Crown agency of Default the Province and has occurred the requisite power, authority and capacity to execute and deliver this Project Agreement and to bind itself personally to this Project Agreement and to provide recourse to the Province in accordance with the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, including section 35 thereof, and Project Co is continuingentitled to rely upon Metrolinx’s authority to bind itself and the recourse to the Province on such basis in respect of all other agreements, instruments, undertakings and documents executed and delivered by Metrolinx that are required by this Project Agreement to be executed and delivered by Metrolinx;
(viiiiii) Contracting Authority is able subject to meet its obligations as they generally become due;
Sections 6.2(b)(v)(C), (ixD) there are no actionsand (E), suitsMetrolinx has the requisite power, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice authority and 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 Contracting Authority or in any impairment of its ability capacity to perform its obligations under this Project AgreementAgreement and to do all acts and things, and Contracting Authority 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) Metrolinx has no knowledge obtained all necessary approvals to enter into this Project Agreement as a Crown agency;
(v) this Project Agreement has been duly authorized, executed, and delivered by Metrolinx and constitutes a legal, valid, and binding obligation of any violation or default Metrolinx, enforceable against Metrolinx, subject to the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, 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 may not be available against Metrolinx and 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 Metrolinx or the Province or the property of Metrolinx or the Province;
(D) any order terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of section 28 of the Financial Administration Act, writR.S.O. 1990, injunctionc. F.12; and
(E) with regard to the recourse against the Province, section 35 of the Metrolinx Act, 2006, S.O. 2006, c. 16 and the powers of the Minister of Finance to effect set-offs against amounts owing by the Province pursuant to section 43 of the Financial Administration Act, R.S.O. 1990, c. F.12;
(vi) the execution, delivery, and performance by Metrolinx of this Project Agreement does not and will not violate or conflict with, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairmentconstitute a default under:
(xA) Contracting Authority the Metrolinx Act, 2006, S.O. 2006, c. 16, or any regulations made in respect thereof;
(B) any Applicable Law; or
(C) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected; and
(vii) Metrolinx has, or will have, licence rights of use and access to, on and over the Metrolinx Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence access rights contemplated in Section 16; and
(xi) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Lands16.1.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a non-share capital corporation continued incorporated and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Actlaws of the Province of Ontario, 2011, S.O. 2011, c. 9, Schedule 32, as amended, is in good standing with the Ministry of Government Services (Ontario) with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority has obtained all necessary approvals Authority’s constating documents, letters patent or by-laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viiivii) to the knowledge of Contracting Authority is able to meet its obligations as they generally become due;
(ix) Authority, there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(xviii) Contracting Authority has, or will have, is able to meet its obligations as they generally become due;
(ix) Contracting Authority has rights of use and access to, on and over the Lands and the Existing Expansion Infrastructure Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and16.1;
(xix) Contracting Authority is the registered owner of, of the Lands and has, or will have, at all relevant times, has good title thereto in fee simple tosimple, subject only to the Owned LandsTitle Encumbrances; and
(xi) the contemplated uses of the Facility are permitted by the existing official plan, zoning and other land use restrictions.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:Close:
(i) IO Metrolinx is a non-share capital corporation continued and amalgamated under the Ontario Infrastructure and Lands Corporation Metrolinx Act, 20112006, S.O. 20112006, c. 9, Schedule 32, as amended, 16 and has all of 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 in its own name as agent for a Crown agency of the ProvinceProvince in accordance with section 3 of the Metrolinx Act, 2006, S.O. 2006, c. 16;
(ii) subject to Sections 6.2(a)(v)(C), (D), (E) and (FE), IO Metrolinx is entering into this Project Agreement in its own name as agent for a Crown agency of the Province and has the requisite power, authority and capacity to execute and deliver this Project Agreement and to bind the Province itself personally to this Project AgreementAgreement and to provide recourse to the Province in accordance with the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, including section 35 thereof, and Project Co is entitled to rely upon IOMetrolinx’s authority to bind itself and the recourse to the Province on such basis in respect of all other agreements, instruments, undertakings and documents executed and delivered by IO as agent for the Province Metrolinx that are required by this Project Agreement to be executed and delivered by the ProvinceMetrolinx;
(iii) subject to Sections 6.2(a)(v)(C), (D), (E) and (FE), Contracting Authority Metrolinx 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 Metrolinx has obtained all necessary approvals to enter into this Project Agreement as agent for the Provincea Crown agency;
(v) this Project Agreement has been duly authorized, executed, and delivered by Contracting Authority Metrolinx and constitutes a legal, valid, and binding obligation of Contracting AuthorityMetrolinx, enforceable against Contracting Authority Metrolinx, subject to the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, in accordance with its terms, subject only to: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 may not be available against Metrolinx and 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 Metrolinx or the Province or its property;the property of Metrolinx or the Province;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section section 28 of the Financial Administration Act (Ontario)Act, R.S.O. 1990, c. F.12; andand
(FE) with regard to the recourse against the Province, section 35 of the Metrolinx Act, 2006, S.O. 2006, c. 16 and the powers of the Minister of Finance to effect set set-offs against amounts owing by Ontario the Province pursuant to Section section 43 of the Financial Administration Act (Ontario);Act, R.S.O. 1990, c. F.12;
(vi) the execution, delivery, and performance by Contracting Authority Metrolinx of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Metrolinx Act, 2011 (Ontario)2006, as amendedS.O. 2006, c. 16, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;; and
(vii) Metrolinx has, or will have, licence rights of use and access to, on and over the Metrolinx Lands sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the access rights contemplated in Section 16.1.
(b) Contracting Authority represents and warrants to Project Co that as of Commercial Close:
(i) no Contracting Authority Event of Default has occurred and is continuing;; and
(viii) Contracting Authority is able to meet its obligations as they generally become due;
(ixii) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:
(x) Contracting Authority has, or will have, rights of use and access to, on and over the Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16; and
(xi) Contracting Authority is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Lands.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority represents and warrants to Project Co that as of Commercial Close:the date of this Project Agreement:
(i) IO Contracting Authority is a non-share capital corporation continued incorporated and amalgamated validly existing under the Ontario Infrastructure and Lands Corporation Actlaws of the Province of Ontario, 2011, S.O. 2011, c. 9, Schedule 32, as amended, is in good standing with the Ministry of Government Services (Ontario) with respect to the filing of annual reports 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 Provinceand to perform its obligations hereunder;
(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 execute, deliver and 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;
(iviii) no steps or proceedings have been taken or are pending to supersede or amend Contracting Authority has obtained all necessary approvals Authority’s constating documents, letters patent or by-laws in a manner that would impair or limit its ability to enter into perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(viv) 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: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 such as specific performance and injunction are not available against is in the Province discretion of a court 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 property;
(D) Section 11.3 of the Financial Administration Act (Ontario);
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario); and
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section 43 of the Financial Administration Act (Ontario);
(viv) the execution, delivery, and performance by Contracting Authority of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended, its constating or any regulations made in respect thereoforganizational documents;
(B) the Executive Council Act (Ontario);
(C) any Applicable Law; or
(DC) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;
(viivi) no Contracting Authority Event of Default has occurred and is continuing;
(viiivii) Contracting Authority is able to meet its obligations as they generally become due;
(viii) Contracting Authority has rights of use and access to, on and over the Lands and the Facility or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16.1;
(ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice and 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 Contracting Authority or in any impairment of its ability to perform its obligations under this Project Agreement, and Contracting Authority has no knowledge of any violation or default with respect to any order order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment:;
(x) except with respect to any Lands described in Schedule 34 – Site and Lands for which the owner is a third party, Contracting Authority has, or will have, rights is the registered owner of use and access to, on and over the Lands and has good title thereto in fee simple, subject only to the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence rights contemplated in Section 16Title Encumbrances; and
(xi) Contracting Authority is the registered owner ofcontemplated uses of the Facility are permitted by the existing official plan, zoning, and has, or will have, at all relevant times, good title in fee simple to, the Owned Landsother land use restrictions.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority IO represents and warrants to Project Co Co, on a several basis, that as of Commercial Close:
(i) Close: IO is a non-share capital corporation amalgamated and continued and amalgamated under the Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, and has which provides all the requisite corporate power and authority for IO 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), as applicable, 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) IO; subject to Sections 6.2(a)(v)(C), (D), (E) and (F), Contracting Authority IO 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;
; subject to Sections 6.2(a)(v)(C), (ivD) Contracting Authority and (E), IO has obtained all of the necessary approvals to enter into and perform its obligations under this Project Agreement as agent for the Province;
(v) Agreement; this Project Agreement has been duly authorized, executed, and delivered by Contracting Authority IO and constitutes a legal, valid, and binding obligation of Contracting AuthorityIO, enforceable against Contracting Authority IO in accordance with its terms, subject only to: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 property;property;
(D) Section section 11.3 of the Financial Administration Act (Ontario);Act, R.S.O. 1990, c. F.12;
(E) any terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section section 43 of the Financial Administration Act (Ontario);
(vi) Ontario); and the execution, delivery, and performance by Contracting Authority IO of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario)2011, S.O. 2011, c. 9, Schedule 32, as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario)Act, R.S.O. 1990, c. E.25;
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected;.
(viib) no Contracting Authority Event Metrolinx represents and warrants to Project Co, on a several basis, that as of Default Commercial Close: Metrolinx is a non-share capital corporation continued under the Metrolinx Act, 2006, S.O. 2006, c. 16 and has occurred all of the requisite corporate power and is continuing;
(viii) Contracting Authority is able authority to meet own its obligations as they generally become due;
(ix) there are no actions, suits, proceedings, or investigations pending or threatened (in writing) against Contracting Authority orproperties and assets, to Contracting Authoritycarry on its business as it is currently being conducted, and to enter into this Project Agreement in its own name as a Crown agency of the Province in accordance with Section 3 of the Metrolinx Act, 2006, S.O. 2006, c. 16; subject to Sections 6.2(b)(v)(C), (D) and (E), Metrolinx is entering into this Project Agreement in its own name as a Crown agency of the Province and has the requisite power, authority and capacity to execute and deliver this Project Agreement and to bind itself personally to this Project Agreement and to provide recourse to the Province in accordance with the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, including section 35 thereof, and Project Co is entitled to rely upon Metrolinx’s knowledgeauthority to bind itself and the recourse to the Province on such basis in respect of all other agreements, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body instruments, undertakings and documents executed and delivered by Metrolinx that are required by this Project Agreement to be executed and delivered by Metrolinx; subject to Sections 6.2(b)(v)(C), (whether or not covered by insuranceD) of which Contracting Authority and (E), Metrolinx has received written notice the requisite power, authority and 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 Contracting Authority or in any impairment of its ability capacity to perform its obligations under this Project AgreementAgreement and to do all acts and things, and Contracting Authority 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; Metrolinx has no knowledge obtained all necessary approvals to enter into this Project Agreement as a Crown agency; this Project Agreement has been duly authorized, executed, and delivered by Metrolinx and constitutes a legal, valid, and binding obligation of any violation or default Metrolinx, enforceable against Metrolinx, subject to the provisions of the Metrolinx Act, 2006, S.O. 2006, c. 16, 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 may not be available against Metrolinx and 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 Metrolinx or the Province or the property of Metrolinx or the Province;
(D) any order terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of section 28 of the Financial Administration Act, writR.S.O. 1990, injunctionc. F.12; and
(E) with regard to the recourse against the Province, section 35 of the Metrolinx Act, 2006, S.O. 2006, c. 16 and the powers of the Minister of Finance to effect set offs against amounts owing by the Province pursuant to section 43 of the Financial Administration Act, R.S.O. 1990, c. F.12; the execution, delivery, and performance by Metrolinx of this Project Agreement does not and will not violate or conflict with, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairmentconstitute a default under:
(xA) Contracting Authority the Metrolinx Act, 2006, S.O. 2006, c. 16, or any regulations made in respect thereof;
(B) any Applicable Law; or
(C) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected; and Metrolinx has, or will have, licence rights of use and access to, on and over the Metrolinx Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence access rights contemplated in Section 16; and16.1.
(xic) Contracting Authority represents and warrants to Project Co, on a joint and several basis, that as of Commercial Close, no Contracting Authority Event of Default has occurred and is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Landscontinuing.
Appears in 1 contract
Samples: Project Agreement
Contracting Authority Representations and Warranties.
(a) Contracting Authority IO represents and warrants to Project Co Co, on a several basis, that as of Commercial Close:Close:
(i) IO is a non-share capital corporation amalgamated and continued and amalgamated under the Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Schedule 32, as amended, and has which provides all the requisite corporate power and authority for IO 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), as applicable, 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 ProvinceIO;
(iii) subject to Sections 6.2(a)(v)(C), (D), (E) and (F), Contracting Authority IO 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 subject to Sections 6.2(a)(v)(C), (D) and (E), IO has obtained all of the necessary approvals to enter into and perform its obligations under this Project Agreement as agent for the ProvinceAgreement;
(v) this Project Agreement has been duly authorized, executed, and delivered by Contracting Authority IO and constitutes a legal, valid, and binding obligation of Contracting AuthorityIO, enforceable against Contracting Authority IO in accordance with its terms, subject only to: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 property;property;
(D) Section section 11.3 of the Financial Administration Act (Ontario);Ontario);
(E) any terms and conditions as are set out in the approval that has been provided in connection with this Project Agreement for the purposes of Section section 28 of the Financial Administration Act (Ontario); andand
(F) the powers of the Minister of Finance to effect set offs against amounts owing by Ontario pursuant to Section section 43 of the Financial Administration Act (Ontario);Ontario); and
(vi) the execution, delivery, and performance by Contracting Authority IO of this Project Agreement does not and will not violate or conflict with, or constitute a default under:
(A) the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario)2011, S.O. 2011, c. 9, Schedule 32, as amended, or any regulations made in respect thereof;
(B) the Executive Council Act (Ontario)Act, R.S.O. 1990, c. E.25;
(C) any Applicable Law; or
(D) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected.
(b) Metrolinx represents and warrants to Project Co, on a several basis, that as of Commercial Close:
(i) Metrolinx is a non-share capital corporation continued under the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16 and has all of 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 in its own name as a Crown agency of the Province in accordance with Section 3 of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16;
(viiii) no Contracting Authority Event subject to Sections 6.2(b)(v)(C), (D) and (E), Metrolinx is entering into this Project Agreement in its own name as a Crown agency of Default the Province and has occurred the requisite power, authority and capacity to execute and deliver this Project Agreement and to bind itself personally to this Project Agreement and to provide recourse to the Province in accordance with the provisions of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16, including section 35 thereof, and Project Co is continuingentitled to rely upon Metrolinx’s authority to bind itself and the recourse to the Province on such basis in respect of all other agreements, instruments, undertakings and documents executed and delivered by Metrolinx that are required by this Project Agreement to be executed and delivered by Metrolinx;
(viiiiii) Contracting Authority is able subject to meet its obligations as they generally become due;
Sections 6.2(b)(v)(C), (ixD) there are no actionsand (E), suitsMetrolinx has the requisite power, proceedings, or investigations pending or threatened (in writing) against Contracting Authority or, to Contracting Authority’s knowledge, any Contracting Authority Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which Contracting Authority has received written notice authority and 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 Contracting Authority or in any impairment of its ability capacity to perform its obligations under this Project AgreementAgreement and to do all acts and things, and Contracting Authority 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) Metrolinx has no knowledge obtained all necessary approvals to enter into this Project Agreement as a Crown agency;
(v) this Project Agreement has been duly authorized, executed, and delivered by Metrolinx and constitutes a legal, valid, and binding obligation of any violation or default Metrolinx, enforceable against Metrolinx, subject to the provisions of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16, 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 may not be available against Metrolinx and 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 Metrolinx or the Province or the property of Metrolinx or the Province;
(D) any order terms and conditions set out in the approval that has been provided in connection with this Project Agreement for the purposes of section 28 of the Financial Administration Act, writR.S.O. 1990, injunctionc. F.12; and
(E) with regard to the recourse against the Province, section 35 of the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16 and the powers of the Minister of Finance to effect set offs against amounts owing by the Province pursuant to section 43 of the Financial Administration Act, R.S.O. 1990, c. F.12;
(vi) the execution, delivery, and performance by Metrolinx of this Project Agreement does not and will not violate or conflict with, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairmentconstitute a default under:
(xA) Contracting Authority the Xxxxxxxxx Xxx, 0000, S.O. 2006, c. 16, or any regulations made in respect thereof;
(B) any Applicable Law; or
(C) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected; and
(vii) Metrolinx has, or will have, licence rights of use and access to, on and over the Metrolinx Lands and the Existing Expansion Infrastructure or has the requisite power to obtain such rights that are sufficient to enable Contracting Authority to grant or to cause to be granted to Project Co the licence access rights contemplated in Section 16; and16.1.
(xic) Contracting Authority represents and warrants to Project Co, on a joint and several basis, that as of Commercial Close, no Contracting Authority Event of Default has occurred and is the registered owner of, and has, or will have, at all relevant times, good title in fee simple to, the Owned Landscontinuing.
Appears in 1 contract
Samples: Project Agreement
