Common use of Duty to Comply Clause in Contracts

Duty to Comply. (a) The Indemnified Party shall comply with the Act, the regulations made in the Act, the articles of the Corporation, the by-laws of the Corporation and any unanimous shareholder agreement or partnership agreement respecting the Corporation. (b) Each Corporation acknowledges that the Indemnified Party has complied with his or her duties under subsection 2(a) hereof, if the Indemnified Party exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on: (i) financial statements of the Corporation represented to the Indemnified Party by an officer of the Corporation or in a written report of the auditor of the Corporation fairly to reflect the financial condition of the Corporation; or (ii) a report of a person whose profession lends credibility to a statement made by the professional person.