Common use of Recipient’s Representations and Warranties Clause in Contracts

Recipient’s Representations and Warranties. The Recipient represents and warrants that: (a) the Project (including but not limited to any land management activities) will provide a benefit to the Native Title Party or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take place; (b) the Project is supported by the Native Title Party, or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take place; (c) it has authority to enter into and observe its Obligations under this Agreement; (d) its Obligations under this Agreement are valid and binding and are enforceable against the Recipient in accordance with their terms; (e) all authorisations, registrations, consents, approvals, licences and permits which are or will be required in connection with the performance by the Recipient of its Obligations under this Agreement have been or will be obtained or effected and are or will be and will remain in force and effect for as long as necessary; (f) there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have a materially adverse effect on the Recipient’s ability to perform any Obligation under this Agreement; (g) to the best of the Recipient’s knowledge, information and belief, the Recipient is not in default or breach under a law, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this Agreement; (h) this Agreement and performance under it does not violate its constituent documents, any law, regulation or government order or decree or any consent, registration, approval, licence or permit or any agreement, order or award binding on the Recipient; (i) it is unaware of any act, matter, thing or circumstance by reason of which it would be unable to perform any Obligation under this Agreement; (j) all information provided by or on behalf of the Recipient to the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete in all material respects and, without limiting this clause, all financial information provided by or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and (k) it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Agreement.

Recipient’s Representations and Warranties. The Recipient represents and warrants that: (a) as follows and acknowledges that the Project (including but not limited to any land management activities) will provide a benefit IESO is relying on such representations and warranties in entering into the Funding Agreement: it has reviewed the Rules, acknowledges that the IESO has recommended that it receive independent legal advice with respect to the Native Title Party or where native title is not claimed or has been determined not to existRules, the Aboriginal group/s with traditional rights Proposal, and interests in the area over which the Project will take place; (b) the Project Funding Agreement, and has had an opportunity to receive such advice; it is supported by the Native Title Partya First Nation and Métis Community, First Nation and Métis Organization, Municipality, Public Sector Entity, Co-op, Registered Charity, Not-for-Profit Organization, or where native title a Legal Entity that meets the requirements set out in Section 2.2(b) of the Rules; it is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights validly existing and interests in the area over which the Project will take place; (c) it has authority the requisite power and capacity to enter into the Funding Agreement and observe to perform its Obligations under this obligations hereunder; it has duly authorized, executed and delivered the Funding Agreement; (d) its Obligations under this , and the Funding Agreement are is a valid and binding and are enforceable against obligation of the Recipient enforceable in accordance with their its terms; (e) , except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; any information the Recipient provided to the IESO, whether in or in support of the Proposal or the Funding Agreement, is true and complete as of the date the Recipient executed the Funding Agreement; the Recipient has obtained all authorisations, registrations, required third party consents, approvalspermissions, licences and permits which are authorizations to do all things contemplated in the Funding Agreement; none of the IESO, its predecessor entities, or will be required any of their third-party funds managers have notified the Recipient that it is in connection Default of any existing agreements with the performance IESO, its predecessor entities, or any of their third-party funds managers, including funding agreements, and the Recipient has not been party to an agreement with the IESO, its predecessor entities, or any of their third-party funds managers that was terminated by such counterparty as a result of a Default; the Recipient continues to meet all of the Mandatory Eligibility Requirements; and unless otherwise set out in the Proposal and approved in writing by the Recipient of its Obligations under this Agreement have been or will be obtained or effected and are or will be and will remain in force and effect for as long as necessary; (f) there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have a materially adverse effect on the Recipient’s ability to perform any Obligation under this Agreement; (g) to the best of the Recipient’s knowledge, information and beliefIESO, the Recipient is has not in default or breach under a lawreceived, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this Agreement; (h) this Agreement and performance under it does not violate its constituent documentsexpect to receive, any lawadditional government funding (whether federal, regulation provincial or government order or decree or any consent, registration, approval, licence or permit or any agreement, order or award binding on municipal) in relation to an activity for which funding is being provided under the Recipient; (i) it is unaware of any act, matter, thing or circumstance by reason of which it would be unable to perform any Obligation under this Agreement; (j) all information provided by or on behalf of the Recipient to the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete in all material respects and, without limiting this clause, all financial information provided by or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and (k) it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Funding Agreement.

Recipient’s Representations and Warranties. The Recipient represents and warrants that: (a) Each of the Project Recipient Parties is duly organized and validly existing under the laws of its state of formation. Each of the Recipient Parties has the full right and authority to enter into this Agreement and to transfer all of the and to consummate or cause to be consummated the Transactions contemplated herein. The person signing this Agreement on behalf of each of the Recipient Parties is authorized to do so. This Agreement constitutes, and all agreements and documents contemplated hereby (including but not limited to any land management activitieswhen executed and delivered pursuant hereto) will provide a benefit constitute, the valid and legally binding obligations of the Recipient Parties, enforceable in accordance with their respective terms. No other signatures or approvals are required to make this Agreement fully enforceable by the Contributor with respect to the Native Title Party or where native title is not claimed or has been determined not to existRecipient Parties. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the Aboriginal group/s valid and legally binding obligations of the Recipient Parties, enforceable in accordance with traditional rights and interests in the area over which the Project will take place;their respective terms. (b) The OP Units, when issued and delivered in accordance with the Project is supported by terms of this Agreement in exchange for the Native Title PartyProperty, or where native title is not claimed or has been determined not will be duly and validly issued, and free of any Liens (other than any Liens arising under this Agreement, pursuant to existthe terms of the Articles of Incorporation of the REIT (as amended from time to time, the Aboriginal group/s with traditional rights and interests in “REIT Charter”) or the area over which Partnership Agreement, through action of the Project Contributor or pursuant to any applicable securities laws). Upon the issuance of the OP Units at Closing, the Contributor will take place;be admitted as a partner of the Operating Partnership. (c) it has authority Recipient Parties and each of them is not a party to any litigation which is still pending, and knows of no threatened litigation, affecting or relating in any way to any Recipient Party’s ability to enter into this Agreement and observe its Obligations perform Recipient’s duties hereunder or under this Agreement;the Lease. (d) its Obligations under this Agreement are valid and binding and are enforceable against Each of the Recipient in accordance with their terms; Parties (ei) has duly and timely filed (or has had filed on the Recipient Party’s behalf) all authorisationsincome, registrationsfranchise, consents, approvals, licences and permits which are or will other material tax returns required to be required in connection with the performance filed by the Recipient of its Obligations under this Agreement have been Party, and (ii) has paid (or will be obtained or effected and are or will be and will remain in force and effect for as long as necessary; (f) there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against has had paid on the Recipient which could have a materially adverse effect Party’s behalf) all material taxes shown as due on the Recipient’s ability such tax returns and all other material taxes (whether or not shown on such tax returns) that are required to perform any Obligation under this Agreement; (g) to the best of the Recipient’s knowledge, information and belief, be paid by the Recipient is not in default or breach under a lawParty, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this Agreement; (h) this Agreement and performance under it does not violate its constituent documents, any law, regulation or government order or decree or any consent, registration, approval, licence or permit or any agreement, order or award binding on the Recipient; (i) it is unaware of any act, matter, thing or circumstance by reason of which it would be unable to perform any Obligation under this Agreement; (j) all information provided by or on behalf of the Recipient to the Department relating to the Recipient 's affairs, the Project and this Agreement such tax returns are true, accurate correct and complete in all material respects andrespects. There are no audits, without limiting this clause, all financial information provided examinations or other proceedings relating to any taxes of any Recipient Party except as disclosed by or on behalf of the Recipient Party. No Recipient Party has received any written notice from any Governmental Entity that such Governmental Entity intends to conduct such an audit, examination or other proceeding in respect to taxes or make any assessment for taxes, and the Recipient Parties do not otherwise have any knowledge that any such audit, examination, or other proceeding is threatened. (e) Recipient Parties and each of them hereby indemnifies and holds harmless Contributor from and against any and all Loss or Losses, claims, demands, actions, causes of action and suits arising out of or in any way related to any breach of any representation, warranty, covenant or agreement of Recipient Parties in this Agreement, and the each Recipient Party agrees and acknowledges that, upon any such breach by any Recipient Party, the Contributor may, but shall not be required to, satisfy any such Loss by paying cash or, with Contributor’s consent, by issuing a number of OP Units having a value equal to the Department isamount of such Loss. For purposes of this Section 15, in all material respectsthe term “Loss” means any loss, a trueexpense (including without limitation reasonable attorney fees), fair and accurate statement of its financial position as at the date of preparation of the information; and (k) it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Agreementliability or cost.

Recipient’s Representations and Warranties. The Recipient represents and warrants that: (a) a. the Project (including but not limited to any land management activities) will provide a benefit to the Native Title Party or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take place; (b) b. the Project is supported by the Native Title Party, or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take place; (c) c. it has authority to enter into and observe its Obligations under this Agreement; (d) d. its Obligations under this Agreement are valid and binding and are enforceable against the Recipient in accordance with their terms; (e) e. all authorisations, registrations, consents, approvals, licences and permits which are or will be required in connection with the performance by the Recipient of its Obligations under this Agreement have been or will be obtained or effected and are or will be and will remain in force and effect for as long as necessary; (f) f. there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have a materially adverse effect on the Recipient’s ability to perform any Obligation under this Agreement; (g) g. to the best of the Recipient’s knowledge, information and belief, the Recipient is not in default or breach under a law, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this Agreement; (h) h. this Agreement and performance under it does not violate its constituent documents, any law, regulation or government order or decree or any consent, registration, approval, licence or permit or any agreement, order or award binding on the Recipient; (i) i. it is unaware of any act, matter, thing or circumstance by reason of which it would be unable to perform any Obligation under this Agreement; (j) j. all information provided by or on behalf of the Recipient to the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete in all material respects and, without limiting this clause, all financial information provided by or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and (k) k. it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Agreement.

Recipient’s Representations and Warranties. The Recipient represents and warrants that: (a) : the Project (including but not limited to any land management activities) will provide a benefit to the Native Title Party or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take place; (b) ; the Project is supported by the Native Title Party, or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take place; (c) ; it has authority to enter into and observe its Obligations under this Agreement; (d) ; its Obligations under this Agreement are valid and binding and are enforceable against the Recipient in accordance with their terms; (e) ; all authorisations, registrations, consents, approvals, licences and permits which are or will be required in connection with the performance by the Recipient of its Obligations under this Agreement have been or will be obtained or effected and are or will be and will remain in force and effect for as long as necessary; (f) ; there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have a materially adverse effect on the Recipient’s ability to perform any Obligation under this Agreement; (g) ; to the best of the Recipient’s knowledge, information and belief, the Recipient is not in default or breach under a law, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this Agreement; (h) ; this Agreement and performance under it does not violate its constituent documents, any law, regulation or government order or decree or any consent, registration, approval, licence or permit or any agreement, order or award binding on the Recipient; (i) ; it is unaware of any act, matter, thing or circumstance by reason of which it would be unable to perform any Obligation under this Agreement; (j) ; all information provided by or on behalf of the Recipient to the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete in all material respects and, without limiting this clause, all financial information provided by or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and (k) and it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Agreement.

Recipient’s Representations and Warranties. The Recipient represents and warrants thatas follows and acknowledges that the IESO is relying on such representations and warranties in entering into the Funding Agreement: (a) it has reviewed the Project (including but not limited to any land management activities) will provide a benefit Development Rules, acknowledges that the IESO has recommended that it receive independent legal advice with respect to the Native Title Party or where native title is not claimed or has been determined not to existProject Development Rules, the Aboriginal group/s with traditional rights Application, and interests in the area over which the Project will take placeFunding Agreement, and it has had an opportunity to receive such advice; (b) it is a First Nation and Métis Community, Municipality, Public Sector Entity, Co-op, or a Legal Entity that meets the requirements set out in Section 1.2 of the Project is supported by the Native Title Party, or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take placeDevelopment Rules; (c) it is validly existing and it has authority the requisite power and capacity to enter into the Funding Agreement and observe to perform its Obligations under this Agreementobligations hereunder; (d) its Obligations under this it has duly authorized, executed and delivered the Funding Agreement, and the Funding Agreement are is a valid and binding and are enforceable against obligation of the Recipient enforceable in accordance with their its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (e) all authorisations, registrations, consents, approvals, licences and permits which are or will be required in connection with the performance by any information the Recipient provided to the IESO, whether in or in support of its Obligations under this Agreement have been the Application or will be obtained or effected the Funding Agreement, is true and are or will be and will remain in force and effect for complete as long as necessaryof the date the Recipient executed the Funding Agreement; (f) there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have a materially adverse effect on meets all Mandatory Eligibility Requirements as of the Recipient’s ability to perform any Obligation under this date it executed the Funding Agreement; (g) to the best of the Recipient’s knowledge, information and belief, the Recipient is not has obtained all required third party consents, permissions, and authorizations to do all things contemplated in default or breach under a law, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this the Funding Agreement; (h) this Agreement and performance under it does not violate none of the IESO, its constituent documentspredecessor entities, any law, regulation or government order or decree or any consentof their third-party funds managers have notified the Recipient that it is in Default of any existing agreements with the IESO, registrationits predecessor entities, approval, licence or permit or any agreementof their third-party funds managers, order including funding agreements, and the Recipient has not been party to an agreement with the IESO, its predecessor entities, or award binding on the Recipientany of their third-party funds managers that was terminated by such counterparty as a result of a Default; (i) it is unaware of any act, matter, thing the Recipient has Access Rights to the Project Site(s) either directly or circumstance by reason of which it would be unable to perform any Obligation under this Agreement;through an Affiliate; and (j) all information provided by or on behalf of the Recipient has not received, and does not expect to receive, additional government funding (whether federal, provincial or municipal) in relation to an Activity for which funding is being provided under the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete in all material respects and, without limiting this clause, all financial information provided by or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and (k) it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Funding Agreement.

Recipient’s Representations and Warranties. The Recipient represents and warrants thatas follows and acknowledges that the IESO is relying on such representations and warranties in entering into the Funding Agreement: (a) it has reviewed the Project (including but not limited to any land management activities) will provide a benefit Partnership Rules, acknowledges that the IESO has recommended that it receive independent legal advice with respect to the Native Title Party or where native title is not claimed or has been determined not to existPartnership Rules, the Aboriginal group/s with traditional rights Application, and interests in the area over which the Project will take placeFunding Agreement, and it has had an opportunity to receive such advice; (b) the Project it is supported by the Native Title Partya First Nation and Métis Community, First Nation and Métis Organization, Municipality, Public Sector Entity, Co-op, or where native title is not claimed or has been determined not to exist, a Legal Entity that meets the Aboriginal group/s with traditional rights and interests requirements set out in Section 1.2 of the area over which the Project will take placePartnership Rules; (c) it is validly existing and it has authority the requisite power and capacity to enter into the Funding Agreement and observe to perform its Obligations under this Agreementobligations hereunder; (d) its Obligations under this it has duly authorized, executed and delivered the Funding Agreement, and the Funding Agreement are is a valid and binding and are enforceable against obligation of the Recipient enforceable in accordance with their its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (e) all authorisations, registrations, consents, approvals, licences and permits which are or will be required in connection with the performance by any information the Recipient provided to the IESO, whether in or in support of its Obligations under this Agreement have been the Application or will be obtained or effected the Funding Agreement, is true and are or will be and will remain in force and effect for complete as long as necessaryof the date the Recipient executed the Funding Agreement; (f) there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have a materially adverse effect on meets all Mandatory Eligibility Requirements as of the Recipient’s ability to perform any Obligation under this date it executed the Funding Agreement; (g) to the best of the Recipient’s knowledge, information and belief, the Recipient is not has obtained all required third party consents, permissions, and authorizations to do all things contemplated in default or breach under a law, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this the Funding Agreement; (h) this Agreement the Recipient did not, as of the Eligible Funding Date and performance under does not, as of the date of it does not violate executed the Funding Agreement, hold an Economic Interest in the Proposed Project Partner or its constituent documents, any law, regulation or government order or decree or any consent, registration, approval, licence or permit or any agreement, order or award binding on the RecipientAffiliate; (i) none of the IESO, its predecessor entities, or any of their third-party funds managers have notified the Recipient that it is unaware in Default of any actexisting agreements with the IESO, matterits predecessor entities, thing or circumstance any of their third-party funds managers, including funding agreements, and the Recipient has not been party to an agreement with the IESO, its predecessor entities, or any of their third-party funds managers that was terminated by reason such counterparty as a result of which it would be unable to perform any Obligation under this Agreementa Default; (j) all information provided by in respect of a FIT Project or on behalf of an LRP Project, the Recipient has Access Rights to the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete in all material respects and, without limiting this clause, all financial information provided by Site(s) either directly or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of through its financial position as at the date of preparation of the informationProposed Project Partner; and (k) it hasthe Recipient has not received, after diligent inquiry and investigationdoes not expect to receive, fully disclosed additional government funding (whether federal, provincial or municipal) in relation to an Activity for which funding is being provided under the Department all information which could reasonably be regarded as material to the State's decision to enter into this Funding Agreement.

Recipient’s Representations and Warranties. The Recipient represents and warrants thatas follows and acknowledges that the IESO is relying on such representations and warranties in entering into the Funding Agreement: (a) it has reviewed the Project (including but not limited to any land management activities) will provide a benefit Remote Rules, acknowledges that the IESO has recommended that it receive independent legal advice with respect to the Native Title Party or where native title is not claimed or has been determined not to existRemote Rules, the Aboriginal group/s with traditional rights Proposal, and interests in the area over which the Project will take placeFunding Agreement, and it has had an opportunity to receive such advice; (b) the Project it is supported by the Native Title Party, or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take placean Identified Remote First Nations Community; (c) it is validly existing and it has authority the requisite power and capacity to enter into the Funding Agreement and observe to perform its Obligations under this Agreementobligations hereunder; (d) its Obligations under this it has duly authorized, executed and delivered the Funding Agreement, and the Funding Agreement are is a valid and binding and are enforceable against obligation of the Recipient enforceable in accordance with their its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (e) all authorisations, registrations, consents, approvals, licences and permits which are or will be required in connection with the performance by any information the Recipient provided to the IESO, whether in or in support of its Obligations under this Agreement have been the Proposal or will be obtained or effected the Funding Agreement, is true and are or will be and will remain in force and effect for complete as long as necessaryof the date the Recipient executed the Funding Agreement; (f) there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have a materially adverse effect on meets all Mandatory Eligibility Requirements as of the Recipient’s ability to perform any Obligation under this date it executed the Funding Agreement; (g) to the best of the Recipient’s knowledge, information and belief, the Recipient is not has obtained all required third party consents, permissions, and authorizations to do all things contemplated in default or breach under a law, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this the Funding Agreement; (h) this Agreement and performance under it does not violate none of the IESO, its constituent documentspredecessor entities, any law, regulation or government order or decree or any consentof their third-party funds managers have notified the Recipient that it is in Default of any existing agreements with the IESO, registrationits predecessor entities, approval, licence or permit or any agreementof their third-party funds managers, order including funding agreements, and the Recipient has not been party to an agreement with the IESO, its predecessor entities, or award binding on the Recipientany of their third-party funds managers that was terminated by such counterparty as a result of a Default; (i) it the Recipient has the right to access the site on which the Remote Project is unaware of any actlocated, matter, thing either directly or circumstance by reason of which it would be unable to perform any Obligation under this Agreement;through an Affiliate; and (j) all information provided by or on behalf of the Recipient has not received, and does not expect to receive, additional government funding (whether federal, provincial or municipal) in relation to an Activity for which funding is being provided under the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete in all material respects and, without limiting this clause, all financial information provided by or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and (k) it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Funding Agreement.

Recipient’s Representations and Warranties. The Recipient hereby represents and warrants thatto the City, as of the Effective Date, as follows: (a) Recipient is a not-for-profit corporation, duly organized and validly existing under the Project (including but not limited laws of Ontario, with all necessary power and authority to any land management activities) will provide a benefit enter into this Agreement and to consummate the Native Title Party or where native title transactions herein contemplated. Recipient is not claimed or has been determined not duly qualified to exist, the Aboriginal group/s with traditional rights and interests operate in the area over which the Project will take placeProvince of Ontario; (b) Neither the Project is supported execution and delivery of this Agreement by the Native Title Party, or where native title is not claimed or has been determined not to exist, the Aboriginal group/s with traditional rights and interests in the area over which the Project will take place; (c) it has authority to enter into and observe its Obligations under this Agreement; (d) its Obligations under this Agreement are valid and binding and are enforceable against the Recipient in accordance with their terms; (e) all authorisations, registrations, consents, approvals, licences and permits which are or will be required in connection with nor the performance by the Recipient of its Obligations obligations hereunder will: (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any Governmental Authority or court to which the Recipient is subject, or any provision of the articles of incorporation, bylaws or other constating documents of the Recipient, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which the Recipient is a party or by which the Recipient or its assets are bound; (c) All proceedings required to be taken by or on behalf of the Recipient to authorize the Recipient to execute and deliver this Agreement and to perform the covenants, obligations and agreements of the Recipient hereunder have been duly taken. No consent to the execution and delivery of this Agreement by the Recipient or the performance by the Recipient of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority to which the Recipient is subject or any other Person, other than any such consent which has already been given; (d) To the extent that any third party intellectual property rights are required to perform its obligations hereunder, the Recipient has obtained all necessary permissions, licenses, consents and has the authority and right to provide such third party intellectual property rights to the City in connection with this Agreement and no intellectual property rights created by the Recipient for the City or furnished to the City by the Recipient pursuant to this Agreement will infringe upon or violate any intellectual property rights of any third party or Person. (e) This Agreement constitutes the valid and legally binding obligation of the Recipient, enforceable in accordance with its terms and conditions, except as such enforcement may be obtained limited by bankruptcy, insolvency, reorganization, moratorium or effected other similar laws presently or hereafter in effect, affecting the enforcement of creditors’ rights generally and are by general principles of equity whether applied in a proceeding at law or will be and will remain in force and effect for as long as necessaryequity; (f) To the best current actual knowledge of the Recipient, there is no litigationaction, arbitration suit, claim, proceeding or administrative proceedings currently taking place, investigation pending or currently threatened against the Recipient which that questions the validity of this Agreement or the transactions contemplated herein or that could either individually or in the aggregate have a materially material adverse effect on the assets, conditions, affairs, or prospects of the Recipient’s ability to perform , or any Obligation under this Agreement;Person for whom the Recipient is legally responsible, financially or otherwise. (g) The Recipient has no interest, pecuniary or otherwise, in any matter that would put it in an actual or apparent conflict of interest; (h) That the description of the duties and obligations in Schedule “A” accurately reflects the duties and obligations that the staff and/or subcontractors with the necessary professional expertise shall be contracted to perform for the Recipient, that the information contained therein in accurate, and that all relevant information has been disclosed to the City; (i) The Recipient is not now and has not been subject to any proceeding commenced by or against the Recipient, whether voluntary or involuntary, seeking to have an order for relief entered against the Recipient as debtor or to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding- up, reorganization, arrangement, adjustment or composition under any law relating to bankruptcy, insolvency, reorganization or relief or debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for the Recipient or its assets; (j) To the best of the Recipient’s knowledge, information and belief, no representation or warranty made in this Agreement by the Recipient is contains any untrue statement of a material fact or omits to include any material fact necessary to make such representation or warranty not misleading to the City in default or breach under a law, regulation, official directive, instrument, undertaking or obligation materially affecting it and /or its ability to perform any Obligation under this Agreement; (h) this Agreement and performance under it does not violate its constituent documents, any law, regulation or government order or decree or any consent, registration, approval, licence or permit or any agreement, order or award binding on the Recipient; (i) it is unaware of any act, matter, thing or circumstance by reason of which it would be unable to perform any Obligation under this Agreement; (j) all information provided by or on behalf light of the Recipient to the Department relating to the Recipient 's affairs, the Project and this Agreement are true, accurate and complete circumstances in all material respects and, without limiting this clause, all financial information provided by which such representation or on behalf of the Recipient to the Department is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and (k) it has, after diligent inquiry and investigation, fully disclosed to the Department all information which could reasonably be regarded as material to the State's decision to enter into this Agreementwarranty is made.