Common use of Owner Representations and Warranties Clause in Contracts

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government and Consumer Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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; (iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government and Consumer Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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; (iii) Owner has obtained all necessary Owner Permitsthe Building Permit and, Licences and Approvals required to execute and deliver this Project Agreement and to allow for notwithstanding Section 7.2(a), as of Financial Close, in respect of the commencement of the Work, any permanent easements and any rights of servitude pertaining to the Project; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.

Owner Representations and Warranties. The Owner represents and warrants that: (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and duly organized, validly existing and in good standing under the laws of the Province Commonwealth of Ontario, is in good standing with the Ministry of Government and Consumer Services of Ontario with respect to the filing of annual returns, Kentucky and has all the requisite corporate necessary power, authority and licenses to operate its properties and transact its business; (b) Owner has the full power and authority to ownborrow money and to undertake the other obligations as contemplated by this Agreement, lease to execute and operate deliver the Loan Documents and to encumber the Project. The execution and delivery of the Loan Documents will be duly authorized by all necessary corporate action on the part of Owner, its properties partners, members, officers, and/or directors, as applicable, and assetsthe Loan Documents will be valid, binding and enforceable obligations of the Owner; (c) There is no action, suit or proceeding at law or in equity, or by or before any governmental instrumentality or KHC, or to the knowledge of the Owner, threatened against or affecting it or any Guarantor, which, if adversely determined, would materially impair its or the Guarantor’s right or ability to carry on its business substantially as it is currently being now conducted, or as contemplated to enter into be conducted under this Project Agreement and any Implementing Agreement to which it is a partyAgreement, and to perform its obligations hereunder and thereunderor that would materially adversely affect Owner’s or Guarantor’s financial condition; (iid) Owner has To the requisite powerbest of Owner’s knowledge, authority and capacity to execute and deliver and perform this Project Agreement the Loan Documents and the Implementing Agreements, transactions contemplated therein will not cause a default under any other 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 will not conflict with or performed; (iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work; (iv) no steps violate any organizational document or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) agreement to which Owner is a party have or by which Owner is bound; (e) The Project has been duly authorizeddesigned and will be constructed in compliance with all federal, executedstate and local laws and ordinances, including rules and delivered regulations, relating to zoning, building, safety, fair housing accessibility and environmental quality. Owner will keep the Property and improvements free from all liens for services, labor and materials until the Loan has been paid in full; (f) Owner shall not sell, transfer, exchange or otherwise convey the Property, or any interest in the Property, nor shall Owner permit a change in control of the Project or the Owner, or any of its partners, shareholders, members or owners (as defined by Owner and constitute legal, valid, and binding obligations HUD regulations for transfer of physical asset applications); (g) To the best of Owner’s knowledge, enforceable against Owner has not executed and will not execute any agreements with provisions contradictory to, or in accordance with their respective termsopposition to, subject only to:the provisions of this Agreement or the Loan Documents; (Ah) limitations All information given to KHC is and will be accurate and will not omit any material facts; (i) Owner certifies that it has made a good faith effort to secure necessary equity and investors in an amount sufficient for the consummation of the Project and has agreed that it is otherwise able and willing to meet all Low Income Housing Tax Credit Program requirements and obligations on a going forward basis; (j) Owner will hold harmless and indemnify KHC from any and all claims, including reasonable attorney's fees actually incurred, for injury or damage to persons or property which may arise in connection with respect to work performed under this Agreement and 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 generallyLoan Documents; and (Bk) general equitable principles and Pursuant to federal regulations under the fact Americans with Disabilities Act, 28 C.F.R. Section 35.101 et seq., Owner agrees that no individual with a disability shall, on the availability basis of equitable remedies is in the discretion of a court and that a court may stay proceedings disability, be denied or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of excluded from Participation under this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, propertiesProgram, or assets or from activities provided for under this Agreement. As a condition of accepting the conditionLoan Proceeds, financial or otherwiseOwner agrees to comply with the “General Prohibitions Against Discrimination”, of Owner 28 C.F.R. Section 35.130 and all other regulations promulgated now or in any impairment the future under Title II of its ability the Americans with Disabilities Act, which are applicable to perform its obligations under this Project Agreement the benefits, services, programs or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default activities provided by KHC through agreements with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1third parties.

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government and Consumer Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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; (iii) Owner has obtained all necessary Owner Permitsthe Building Permit, Licences and Approvals required to execute and deliver this Project the Site Plan Control Agreement and to allow for and, notwithstanding Section 7.2(a), as of Financial Close, in respect of the commencement of the Work, any permanent easements and any rights of servitude pertaining to the Project; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Consumer and Consumer Business Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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; (iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Consumer and Consumer Business Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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 or any Implementing Agreements to which it is a party to be done, executed, delivered or performed; (iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective 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’ creditors‟ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government and Consumer Services of Ontario (Ontario) with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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; (iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (viv) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viv) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (viivi) no Owner Event of Default has occurred and is continuing; (viiivii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ixviii) Owner is able to meet its obligations as they generally become due; and (xix) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Ministryof Government and Consumer Services of Ontario (Ontario) with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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; (iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.

Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement: (i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government and Consumer Services of Ontario (Ontario) with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder; (ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, 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; (iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work; (iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof; (v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (vi) the authorization, execution, delivery, and performance by Owner of this Project Agreement and the Implementing Agreements to which Owner is a party does not violate or conflict with, or constitute a default under: (A) its constating or organizational documents; (B) any Applicable Law; or (C) any covenant, contract, instrument, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (vii) no Owner Event of Default has occurred and is continuing; (viii) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of its senior management, threatened against Owner or any Owner Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets or the condition, financial or otherwise, of Owner or in any impairment of its ability to perform its obligations under this Project Agreement or any Implementing Agreement to which it is a party, and Owner has no knowledge of any violation or default with respect to any order, writ, decision, injunction, or decree of any Governmental Authority or arbitral body that would result in any such material adverse effect or impairment; (ix) Owner is able to meet its obligations as they generally become due; and (x) Owner has rights of use and access to, on and over the Site and the Facility that are sufficient to enable Owner to grant to Project Co the licence rights contemplated in Section 9.1.