Common use of Representations and Warranties of the Owner Clause in Contracts

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City of Xxxx that is used entirely or predominantly for non-residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City of Xxxx Melbourne that is used entirely or predominantly for non-non- residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City of Xxxx Central Goldfields Shire that is used entirely or predominantly for non-non- residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City local Government area of Xxxx the Council that is used entirely or predominantly for non-residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building (which may include climate change adaptation works on the Building); and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City of Xxxx Cardinia Shire that is used entirely or predominantly for non-residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City of Xxxx Kingston that is used entirely or predominantly for non-residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City of Xxxx Wyndham that is used entirely or predominantly for non-non- residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the Brimbank City of Xxxx that Council is used entirely or predominantly for non-non- residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and (d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and (h) (bankruptcy): it is not bankrupt; and (i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and (j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and (k) (non-residential purposes): the Building is an existing building in the City of Xxxx INSERT COUNCIL NAME 2 that is used entirely or predominantly for non-residential purposes; and (l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and (m) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c).