Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that: (a) Project Co is a general partnership duly created and validly existing under The Partnership Act (Saskatchewan) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement; (b) Project Co Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement; (b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement; (c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which: (1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert); or (2) the partnership agreement governing Project Co will be amended or otherwise altered; (d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person; (e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird), and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court; (f) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and (g) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority BC Hydro that:
(a) Project Co is a general limited partnership duly created and validly existing under The Partnership thePartnership Act (SaskatchewanAlberta) and is extra-provincially registered in British Columbia and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co the General Partner (Bird) is a duly incorporated and validly existing company under the Business theBusiness Corporations Act (OntarioAlberta) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained is extra-provincially registered in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) British Columbia and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 25 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 25 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1i) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the General Partner; or
(2ii) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird)the General Partner, Project Co Partner (Concert), Persons persons who control Project Co or any Affiliates of those Personspersons, the Project Contractors and Sub- Contractors Subcontractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)the General Partner, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 the General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(f) all required third party consents to the execution by Project Co of, and performance of its obligations under, under this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the WA Project; and;
(g) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design Specifications and Construction SpecificationsDrawings, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement; and
(h) each Partner and ASL, in its capacity other than as a Partner in Project Co, has taken all corporate steps and actions necessary to authorize, enter into and deliver each of the Completion Documents to which it is a party. The representation and warranty of Project Co in Section (g4.12(g) of this Agreement is included only for the purpose of allowing the Authority BC Hydro to rely on it for the purpose of defending or contesting any action brought against the Authority BC Hydro pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority BC Hydro may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority PUC that:
(a) Project Co is a general partnership [limited partnership] duly created and validly existing under The Partnership Act (Saskatchewan) the and in good standing with and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) the [General Partner] is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) good standing with and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, [except as set out in Schedule 12 [Project Co’s Ownership Information]], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the General Partner; or
(2) the [limited partnership agreement agreement] governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird)the General Partner, Project Co Partner (Concert), Persons persons who control Project Co or any Affiliates of those Personspersons, the Project Contractors and Sub- Sub-Contractors is a are Restricted PersonPersons;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary [partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)the General Partner], and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 [the General Partner Ltd. on behalf of of] Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by on account of bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(f) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the any Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and;
(g) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Disclosed Data, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction Construction, Provisioning, System Expansion and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement; and
(h) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction, and maintenance of energy distribution facilities similar to the Project in scale, scope, type and complexity and have the required ability, experience, skill and capacity to perform the Design, Construction, Provisioning, System Expansion and Services in a timely and professional manner in accordance with this Agreement;
(i) the execution, delivery and performance by Project Co of this Agreement does not and will not violate or conflict with, or constitute a default under:
(1) its constating, formation or organizational documents, including any by-laws;
(2) applicable Law; or
(3) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected;
(j) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any person that controls Project Co or any Project Co Person 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 Project Co’s ability to perform its obligations under this Agreement, and Project Co 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;
(k) Project Co is able to meet its obligations as they generally become due;
(l) Project Co is registered under Division V or Part IX of the Excise Tax Act (Canada) and its HST registration number is [●];
(m) the Target Service Commencement Date is a realistic date and is achievable by Project Co performing its obligations in accordance with this Agreement; and
(n) Project Co is not a Non-Resident. The representation and warranty of Project Co in Section (g4.12(g) is included only for the purpose of allowing the Authority PUC to rely on it for the purpose of defending or contesting any action brought against the Authority PUC pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority PUC may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general limited partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) THP GBB Inc. is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under laws of the Partnership Act (Manitoba) Province of Manitoba and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) THP Limited Partnership is a limited partnership duly created and validly existing under the laws of the Province of Manitoba and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(d) THP GP Inc. is the general partner of THP Limited Partnership and is a duly incorporated and validly existing company incorporated under the laws of the Province of Manitoba and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(e) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the Partners; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(df) none of Project Co, Project Co Partner (Bird)THP GBB Inc., Project Co Partner (Concert), Persons persons who control Project Co or any Affiliates of those Personspersons, the Project Contractors and Sub- Sub-Contractors is a Restricted Person;
(eg) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)THP GBB Inc., and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. THP GBB Inc. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fh) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gi) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (gi) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general limited partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co the General Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (OntarioBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by by, and duly observe and perform all its obligations contained in this Agreement and all other documentsin, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert); or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)the General Partner, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 the General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fd) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(ge) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created and validly existing under The Partnership Act (Saskatchewan) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) ITS Inc. is a duly incorporated and validly existing company under The Corporations Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) ITS LP is a limited partnership duly created and validly existing under The Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(d) ITS GP Inc., general partner of ITS LP, is a duly incorporated and validly existing company under The Corporations Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(e) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)either of the Partners; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person;
(ef) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)and the Partners, as applicable, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. the Partners on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fg) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gh) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (gh) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created incorporated and validly existing corporation under The Partnership the Business Corporations Act (SaskatchewanOntario) and extra-provincially registered under the laws of the Province of British Columbia, and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert); or
(2) steps or proceedings have been taken or are pending to supersede or amend the partnership agreement governing constating documents, articles or by-laws of Project Co will be amended in a manner that would impair or otherwise alteredlimit its ability to perform the obligations of Project Co under this Project Agreement;
(dc) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), the Persons who control Project Co or any Affiliates of those PersonsCo, the Project Contractors and Design-Builder nor any Sub- Contractors Contractor, is a Restricted Person or has an Affiliate that is a Restricted Person as provided in paragraph (h) of the definition of Restricted Person;
(ed) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)Co, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws Laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fe) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gf) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, Protocols and the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, Design and the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. Agreement. The representation and warranty of Project Co in Section (g4.10(f) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general limited partnership duly created and validly existing under The Partnership the Partnerships Act (SaskatchewanOntario) and has full power and capacity pursuant to the partnership agreement under which it is governed to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) EllisDon-OPB PRH GP Inc. is a duly incorporated and validly existing company corporation under the Business Corporations Act (Ontario) and has full power and capacity on its own behalf and in its capacity as the Managing Partner of Project Co, pursuant to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by partnership agreement under which Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity governed, to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) EllisDon PRH General Partnership is a general partnership duly created and validly existing under the laws of the Province of Ontario (and applicable laws of Canada therein) and has full power and capacity pursuant to the trust indenture under which it is governed to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(d) OPB P3 Holdings Trust is a trust duly created and validly existing under the laws of the Province of Ontario (and applicable laws of Canada therein) and has full power and capacity pursuant to the trust indenture under which it is governed to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(e) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the Managing Partner; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(df) none of Project Co, Project Co Partner (Bird)the Managing Partner, Project Co Partner (Concert), Persons persons who control Project Co Co, or any Affiliates of those Personspersons as provided in paragraph (h) of the definition of Restricted Person, the Project Contractors and Sub- Sub-Contractors is a Restricted Person;
(eg) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action action, as applicable, on the part of Project Co Partner (Bird)and the Managing Partner, on its own behalf and on behalf of Project Co and this Agreement has been duly executed and delivered by Project Co the Managing Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of the Partners and Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fh) all required third party consents to the execution by Project Co and the Partners of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gi) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co or the Partners from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (gi) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to BC Hydro that as of the Authority thatEffective Date:
(a) Project Co is a general partnership partnership, duly created and validly existing under The the Partnership Act (SaskatchewanAlberta) and extra-provincially registered in British Columbia and has full power and capacity to enter into, carry out the transactions contemplated by by, and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) is a the Partners are duly incorporated and validly existing company corporations under the Business Corporations Act (OntarioAlberta) and has extra-provincially registered in British Columbia and have full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by of Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its Co’s obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 27 [Project Co’s Ownership Information] is true and correct and, except as set out in that Schedule 12 27 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for for, or take by means of transfer or by conversion conversion, any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the Partners; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)the Partners, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. the Partners on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to (i) limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to (ii) the availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fe) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gf) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, Schedules and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services Project Work in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g4.11(f) [Project Co’s Representations and Warranties] is included only for the purpose of allowing the Authority BC Hydro to rely on it for the purpose of defending or contesting any action brought against the Authority BC Hydro pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority BC Hydro may not rely on such representation and warranty for the purpose of bringing any action (except by way of counterclaim as part of a defence by BC Hydro of a claim initiated by Project Co or a Project Co Person) against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created and validly existing under The Partnership the Partnerships Act (SaskatchewanOntario) and has full power and capacity pursuant to the partnership agreement under which it is governed to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) EllisDon RIH Inc. is a duly incorporated and validly existing company corporation under the Business Corporations Act (Ontario) and has full power and capacity on its own behalf and in its capacity as a Partner of Project Co, pursuant to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by partnership agreement under which Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity governed, to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) ED RIH Holdings Limited Partnership is a limited partnership duly created and validly existing under the Partnerships Act (Ontario) and has full power and capacity on its own behalf and in its capacity as a Partner of Project Co, pursuant to the partnership agreement under which Project Co is governed, to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(d) EllisDon RIH Holdings Inc. has been duly appointed as the sole general partner of ED RIH Holdings Limited Partnership pursuant to the partnership agreement governing ED RIH Holdings Limited Partnership and is a duly incorporated and validly existing corporation under the Business Corporations Act (Ontario) and has full power and capacity on its own behalf and in its capacity as the general partner of ED RIH Holdings Limited Partnership, to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(e) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert); orany of the Partners;
(2) the partnership agreement governing Project Co will be amended or otherwise altered;; or
(d3) the partnership agreement governing ED RIH Holdings Limited Partnership will be amended or otherwise altered; or
(f) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert)the Partners, Persons who control Project Co or the Partners or any Affiliates of those PersonsPersons as provided in paragraph (h) of the definition of Restricted Person, the Project Contractors and Sub- Sub-Contractors is a Restricted Person;
(eg) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action action, as applicable, on the part of Project Co Partner (Bird)Co, the Partners, on their own behalf and on behalf of Project Co, and EllisDon RIH Holdings Inc. on its own behalf and in its capacity as the general partner of ED RIH Holdings Limited Partnership, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) the Partners on their own behalf and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of the Partners and Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fh) all required third party consents to the execution by Project Co and the Partners of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gi) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co or the Partners from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (gi) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority Province that:
(a) Project Co is a general limited partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity pursuant to the partnership agreement under which it is governed to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) the General Partners have been duly appointed as the general partners of Project Co Partner pursuant to the partnership agreement governing Project Co;
(Birdc) PCL Justice Abbotsford GP Inc. is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) Alberta), and has full power and capacity on its own behalf and in its capacity as a general partner of Project Co to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1d) Project Co Partner (Concert) Plenary Justice Abbotsford GP Inc. is a limited partnership duly created incorporated and validly existing company under the Partnership Business Corporations Act (Manitoba) British Columbia), and has full power and capacity on its own behalf and in its capacity as a general partner of Project Co to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(ce) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the Partners; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(df) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert)the Partners, Persons who control Project Co Co, or any Affiliates of those PersonsPersons as provided in paragraph (h) of the definition of Restricted Person, the Project Contractors and Sub- Sub-Contractors is a Restricted Person;
(eg) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action action, as applicable, on the part of Project Co Partner (Bird)and the General Partners, on their own behalf and on behalf of Project Co and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 the General Partner Ltd. Partners on behalf of the Partners and Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws Laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fh) all required third party consents to the execution by Project Co and the Partners of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and;
(gi) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co or the Partners from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement;
(j) Project Co together with all other Project Co Persons have all rights, titles and interests necessary to grant to the Province the licenses to Project Intellectual Property, including the HMI Software Products and the HMI Customizations set forth in this Agreement, including in Sections 4.14, 4.16 and 4.17;
(k) in carrying out the Design and the Construction and performing the Services, Project Co will not, and will not permit any other Person to, use any work or information or do any act that infringes, violates or misappropriates the Intellectual Property of any Person; and
(l) the possession or Use of Project Intellectual Property by or on behalf of the Province in accordance with this Agreement will not infringe, violate or misappropriate the Intellectual Property or any other rights of any Person, except that the foregoing does not apply to an infringement, violation or misappropriation caused by either of the following:
(1) a modification of the Project Intellectual Property by the Province or on behalf of the Province by a Person other than Project Co or a Project Co Person; or
(2) Project Intellectual Property created specifically for the Province pursuant to this Agreement in order to provide a feature or functionality required by the Province as expressly set forth in this Agreement but only if:
(A) Project Co gave express written notice to the Province that the required feature or functionality could not be provided without a material likelihood of infringing, violating or misappropriating the Intellectual Property of a Person; and
(B) after receipt of Project Co’s notice, the Province expressly authorized in writing the creation of the Project Intellectual Property notwithstanding Project Co’s warning of the material likelihood of infringing, violating or misappropriating the Intellectual Property of a Person. The representation and warranty of Project Co in Section (gi) is included only for the purpose of allowing the Authority Province to rely on it for the purpose of defending or contesting any action brought against the Authority Province pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority Province may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created and validly existing formed under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) the Partners are the only partners in Project Co Partner (Bird) as of the date hereof. Each of the Partners in Project Co is a duly incorporated and validly existing company under the Business Corporations Act (OntarioBritish Columbia) or a duly formed limited partnership under the Partnership Act (British Columbia), as applicable, and has collectively have full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by of Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its Co’s obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1i) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)other than as provided in the Security Documents; or
(2ii) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate or partnership action on the part of Project Co Partner (Bird)the Partners, and this Agreement has been duly executed and delivered by all of the Partners of Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fe) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gf) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. Agreement. The representation and warranty of Project Co in Section (gf) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) the Partners are the only partners of Project Co Partner (Bird) and each of the Partners is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this AgreementBritish Columbia);
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true accurate and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert); or
(2) the partnership agreement governing Project Co will be amended or otherwise alteredcomplete;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)each Partner, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fe) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gf) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general limited partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co the General Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (ManitobaBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the General Partner; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird)the General Partner, Project Co Partner (Concert), Persons persons who control Project Co or any Affiliates of those Personspersons, the Project Contractors and Sub- Sub-Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)the General Partner, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 the General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(f) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(g) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) the Partners are the only partners of Project Co Partner (Bird) and each of the Partners is a duly incorporated and validly existing company under the Business Corporations Act (OntarioBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by by, and duly observe and perform all its obligations contained in this Agreement and all other documentsin, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is not outstanding as at the date of this Agreement no outstanding any offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, investment or security in securities or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)any of the Partners; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)each Partner, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. the Partners on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fe) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gf) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) each of the Partners is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (ManitobaBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)its Partners; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)each of the Partners, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. each of the Partners on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fe) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(gf) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership non-profit corporation duly created and validly existing under The Partnership Act (Saskatchewan) the laws of Kentucky and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Project Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Project Agreement;
(b) Project Co Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is is, as at the date of this Agreement Project Agreement, no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert); or
(2) the partnership agreement governing Project Co Co’s formation documents will be amended or otherwise altered;
(dc) to Project Co’s knowledge, none of Project Co, Persons who control Project Co Partner (Bird)Co, Project Co Partner (Concert)Operations Co, Persons who control Project Co or any Affiliates of those PersonsOperations Co, the Project Contractors and Sub- or the Sub-Contractors is a are Restricted PersonPersons;
(ed) the execution and delivery of this Project Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Project Agreement, and the completion of the transactions contemplated by this Project Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)Co, and this Project Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject except to limitations the extent that its enforceability may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and insolvency or other similar laws affecting creditors’ rights from time to time in effect and equitable principles of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;application; and
(fe) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Project Agreement have been received, other than the any Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(g) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority Owner that:
(a) Project Co is a general partnership duly created incorporated and validly existing corporation under The Partnership the Business Corporations Act (SaskatchewanAlberta) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (Ontario) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement[Intentionally Deleted];
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) which any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert); or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert), Persons who control Project Co or any Affiliates of those PersonsPersons as provided in paragraph (h) of the definition of Restricted Person, the Project Contractors Design-Builder and Sub- Sub-Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)Co, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(f) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(g) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, Protocols and the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, Design and the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g) is included only for the purpose of allowing the Authority Owner to rely on it for the purpose of defending or contesting any action brought against the Authority Owner pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority Owner may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority Province that:
(a) Project Co is a general limited partnership duly created and validly existing under The the Partnership Act (SaskatchewanBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co the General Partner (Bird) is a duly incorporated and validly existing company under the Business Corporations Act (OntarioBritish Columbia) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by of Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its Co’s obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(c) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1i) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the General Partner; or
(2ii) the partnership agreement governing Project Co will be amended or otherwise altered;
(d) none of Project Co, Project Co Partner (Bird), Project Co Partner (Concert)the General Partner, Persons who control Project Co or any Affiliates of those Persons, the Project Contractors and Sub- Sub-Contractors is a Restricted Person;
(e) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)the General Partner, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 the General Partner Ltd. on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws Laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(f) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and
(g) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. The representation and warranty of Project Co in Section (g4.10(g) [Project Co’s Representations and Warranties] is included only for the purpose of allowing the Authority Province to rely on it for the purpose of defending or contesting any action brought against the Authority Province pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority Province may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement.
(h) Project Co together with all other Project Co Persons have all rights, titles and interests necessary to grant to the Province the licenses to Project Intellectual Property, including the HMI Software Products and the HMI Customizations set forth in this Agreement, including in Sections 4.13 [Intellectual Property], 4.16 [HMI Software Products] and 4.17 [HMI Customizations];
(i) in carrying out the Design and the Construction and performing the Services, Project Co will not, and will not permit any other Person to, use any work or information or do any act that infringes, violates or misappropriates the Intellectual Property of any Person; and
(j) the possession or Use of Project Intellectual Property by or on behalf of the Province in accordance with this Agreement will not infringe, violate or misappropriate the Intellectual Property or any other rights of any Person, except that the foregoing does not apply to an infringement, violation or misappropriation caused by either of the following:
(i) a modification of the Project Intellectual Property by the Province or on behalf of the Province by a Person other than Project Co or a Project Co Person; or
(ii) Project Intellectual Property created specifically for the Province pursuant to this Agreement in order to provide a feature or functionality required by the Province as expressly set forth in this Agreement but only if: (A) Project Co gave express written notice to the Province that the required feature or functionality could not be provided without a material likelihood of infringing, violating or misappropriating the Intellectual Property of a Person; and (B) after receipt of Project Co’s notice, the Province expressly authorized in writing the creation of the Project Intellectual Property notwithstanding Project Co’s warning of the material likelihood of infringing, violating or misappropriating the Intellectual Property of a Person.
Appears in 1 contract
Samples: Project Agreement
Project Co’s Representations and Warranties. Project Co represents and warrants to the Authority that:
(a) Project Co is a general partnership duly created and validly existing under The Partnership Act (Saskatchewan) the laws of the Province of Saskatchewan and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b) Project Co Partner (Bird) Xxxxxx APP Holdings Ltd. is a duly incorporated and validly existing company under the Business Corporations Act laws of the Province of Saskatchewan and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;’
(Ontarioc) Carillion APP GP Holdings Inc. is a duly incorporated and validly existing company under the laws of the Province of Saskatchewan and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(b.1) Project Co Partner (Concert) is a limited partnership duly created and validly existing under the Partnership Act (Manitoba) and has full power and capacity to enter into, carry out the transactions contemplated by and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement;
(cd) the information set out in Schedule 12 [Project Co’s Ownership Information] is true and correct and, except as set out in Schedule 12 [Project Co’s Ownership Information], there is as at the date of this Agreement no outstanding offer, agreement or other arrangement pursuant to which:
(1) any Person is obligated to subscribe for or take by means of transfer or by conversion any form of investment, security or voting rights in Project Co, Project Co Partner (Bird) or Project Co Partner (Concert)the Partners; or
(2) the partnership agreement governing Project Co will be amended or otherwise altered;
(de) none of Project Co, Project Co Partner (Bird)Xxxxxx APP Holdings Ltd., Project Co Partner (Concert)Carillion APP GP Holdings Inc., Persons persons who control Project Co or any Affiliates of those Personspersons, the Project Contractors and Sub- Sub-Contractors is a Restricted Person;
(ef) the execution and delivery of this Agreement and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary partnership action on the part of each of Project Co and Project Co Partner (Concert) and corporate action on the part of Project Co Partner (Bird)the Partners, and this Agreement has been duly executed and delivered by Project Co Partner (Bird) and Project co Partner (Concert), by its general partner Joint Use Mutual Partnership 1 General Partner Ltd. the Partners on behalf of Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, subject to limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and subject to availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(fg) all required third party consents to the execution by Project Co of, and performance of its obligations under, this Agreement have been received, other than the Permits and other approvals contemplated herein to be obtained after the Effective Date in connection with the Project; and;
(gh) it has carefully reviewed the whole of this Agreement, including the Design and Construction Protocols, the Design and Construction Specifications, the Services Protocols and Specifications and all applicable Laws, and has taken all steps it considers necessary to satisfy itself that nothing contained herein inhibits or prevents Project Co from performing and completing the Design, the Construction and the Services in accordance with this Agreement in a good and safe manner in accordance with Good Industry Practice so that Project Co achieves and satisfies the requirements of this Agreement. Agreement. The representation and warranty of Project Co in Section (gh) is included only for the purpose of allowing the Authority to rely on it for the purpose of defending or contesting any action brought against the Authority pursuant to this Agreement or any claim by Project Co for damages, extensions of time, additional compensation or any other relief arising pursuant to this Agreement and the Authority may not rely on such representation and warranty for the purpose of bringing any action against Project Co or for the purposes of terminating this Agreement;
(i) Project Co together with all other Project Co Persons have all rights, titles and interests necessary to grant to the Authority the licenses to Project Intellectual Property set forth in Section 4.15 of this Agreement;
(j) in carrying out the Design and the Construction and performing the Services, Project Co will not, and will not permit any other Project Co Person to, use any work or information or do any act that infringes, violates or misappropriates the Intellectual Property of any Person; and
(k) the possession or Use of Project Intellectual Property by or on behalf of the Authority in accordance with this Agreement will not infringe, violate or misappropriate the Intellectual Property or any other rights of any Person, except that the foregoing does not apply to an infringement, violation or misappropriation to the extent that such infringement, violation or misappropriation is caused by either of the following:
(1) a modification of the Project Intellectual Property by the Authority or on behalf of the Authority by a Person other than Project Co or a Project Co Person, without prior approval of Project Co; or
(2) Project Intellectual Property created specifically for the Authority pursuant to this Agreement in order to provide a feature or functionality required by the Authority as expressly set forth in this Agreement but only if:
(A) Project Co, acting reasonably and in good faith, gave express written notice to the Authority that the required feature or functionality could not be provided without a material likelihood of infringing, violating or misappropriating the Intellectual Property of a Person; and
(B) after receipt of Project Co’s notice, the Authority expressly authorized in writing the creation of the Project Intellectual Property notwithstanding Project Co’s warning of the material likelihood of infringing, violating or misappropriating the Intellectual Property of a Person.
Appears in 1 contract
Samples: Project Agreement
