Representations and Warranties of Project Co Sample Clauses
Representations and Warranties of Project Co. As of the Effective Date and until the expiration or termination of this Agreement, Project Co represents, undertakes and warrants that:
18.2.1 it is and shall remain duly formed and in good standing under the laws of the State of Delaware and duly qualified to do business in the State of Texas;
18.2.2 it has the requisite power, authority and legal right to execute and deliver, and to perform its obligations under, this Agreement and has executed and delivered this Agreement;
18.2.3 the obligations to be assumed by Project Co under this Agreement constitute legal, valid and binding obligations on Project Co and are enforceable against Project in accordance with the terms of this Agreement;
18.2.4 it has not incurred any liability to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement for which Transporter or any of its Affiliates could be liable; and
18.2.5 neither the execution, delivery, nor performance of this Agreement, violates or will violate, results or will result in a breach of, or constitutes or will constitute a default under, any provision of its organisational documents, any law, judgment, order, decree, rule, or regulation of any court, administrative agency, or other instrumentality of any Governmental Authority or of any other material agreement or instrument to which it is a party.
Representations and Warranties of Project Co. Project Co represents and warrants to the Province and BCTFA, and acknowledges that the Province and BCTFA are relying upon such representations and warranties in entering into this Agreement and the other Province Project Documents, that at the Effective Date, based on the facts subsisting at the Effective Date:
(a) Project Co is a corporation duly created and validly existing under the laws of the [Province of British Columbia] and has full power and capacity to enter into and to carry out the transactions contemplated by, and to duly observe and perform all its obligations contained in, this Agreement and the other Project Documents to which it is a party, and all other documents, instruments and agreements required to be executed and delivered by Project Co pursuant to this Agreement or such other Project Documents, and to carry out the Project Work;
(b) [Not used];
(c) the execution and delivery by Project Co of this Agreement and the other Project Documents to which it is a party, and all other documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement or such other Project Documents, and the completion of the transactions contemplated by this Agreement and such other Project Documents, have been duly authorized by all necessary corporate action on the part of Project Co, and this Agreement, and each other Project Document to which Project Co is a party and to be executed and delivered on or before the Effective Date, has been duly executed and delivered by Project Co and constitutes a legal, valid and binding obligation of Project Co enforceable in accordance with its terms, except to the extent that the effectiveness of any enforcement action may be limited by bankruptcy, insolvency, liquidation, reorganization or similar laws of general application affecting creditors’ rights generally and except that equitable remedies are in the discretion of the court, and subject to such other qualifications as are set out in the opinions of counsel for Project Co delivered to the Province and BCTFA in accordance with Section 2.17 [Execution and Delivery of Project Documents];
(d) the entry into and performance of this Agreement by Project Co do not and shall not:
(i) conflict with its constating documents; or
(ii) conflict with any document which is binding upon it or any of its assets to the extent that such conflict would have or be reasonably likely to have a material adverse effect on the performance by Pr...
Representations and Warranties of Project Co. Project Co represents and warrants to VCHA that at the date of this Agreement:
(a) all necessary actions to authorize, and (except as otherwise identified to VCHA) all required consents to, and approvals for, the execution by Project Co of, and performance of its obligations under, this Agreement have been taken or received;
(b) except in respect of debts, liabilities or obligations that have been incurred by Project Co in preparing to enter into this Agreement and all other agreements referred to herein, Project Co has no material financial obligations;
(c) the information concerning Project Co set out in Schedule 9 is true and accurate and there is not outstanding at the date hereof any offer, agreement or other arrangement, other than as contemplated in such information itself, whereby:
(1) any person, firm or company is at the date hereof or at any time entitled to or obligated to subscribe for or take by means of transfer or by conversion of any other form of investment or bond any interest in Project Co (including any such entitlement or obligation that may arise in exercise of an option enforceable by or against Project Co or any sponsor); or
(2) any alteration to the constitution of the board of directors of Project Co may take effect;
(d) the copy of the constating documents of Project Co certified by appropriate officers of Project Co and delivered to VCHA in accordance with Schedule 1 is true and accurate and there are no outstanding proposals to amend such documents;
(e) Project Co has satisfied itself as to the purposes of the Project and the nature and extent of the risks assumed by it in relation to the Project as set out in this Agreement and has gathered all information necessary to commence its obligations under this Agreement.