Common use of Representations of the Sponsor Clause in Contracts

Representations of the Sponsor. ‌ The Sponsor represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement: (a) The Sponsor is a corporation without share capital created under the laws of Ontario, and has the requisite power to enter into this Agreement and to perform its obligations hereunder.‌ (b) This Agreement has been duly authorized, executed and delivered by the Sponsor and is a valid and binding obligation of the Sponsor enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors’ generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction. (c) The execution and delivery of this Agreement by the Sponsor and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Sponsor under: (i) any contract or obligation to which the Sponsor is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholders of the Sponsor; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Sponsor; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Sponsor. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Sponsor, threatened against the Sponsor, that could have a Material Adverse Effect on the Sponsor. (f) The Sponsor is in compliance with all Laws and Regulations, other than acts of non- compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Sponsor.

Representations of the Sponsor. ‌ The Sponsor represents to the Supplier Participant as follows, and acknowledges that the Supplier Participant is relying on such representations in entering into this Agreement: (a) The Sponsor is a corporation without share capital created under the laws of Ontario, Ontario and has the requisite power to enter into this Agreement and to perform its obligations hereunder.‌hereunder. (b) This Agreement has been duly authorized, executed and delivered by the Sponsor and is a valid and binding obligation of the Sponsor enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors’ creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction. (c) The execution and delivery of this Agreement by the Sponsor and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Sponsor under: (i) any contract or obligation to which the Sponsor is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholders shareholder of the Sponsor; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Sponsor; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Sponsor.; (d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Sponsor or, to the knowledge of the Sponsor, threatened against the SponsorSponsor or any of its property, nor has the Sponsor consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Sponsor, threatened against the Sponsor, that could have a Material Adverse Effect on the Sponsor. (f) All requirements for the Sponsor to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Sponsor is in compliance with all Laws and Regulations, other than acts of non- non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Sponsor.Sponsor or on its obligations under this Agreement. CONFIDENTIALITY AND FIPPA‌‌

Representations of the Sponsor. ‌ The Sponsor represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement: (a) The Sponsor is a corporation without share capital created under the laws of Ontario, and has the requisite power to enter into this Agreement and to perform its obligations hereunder.‌ (b) This Agreement has been duly authorized, executed executed, and delivered by the Sponsor and is a valid and binding obligation of the Sponsor enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors’ creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction. (c) The execution and delivery of this Agreement by the Sponsor and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Sponsor under: (i) any contract or obligation to which the Sponsor is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholders shareholder of the Sponsor; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Sponsor; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Sponsor. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Sponsor, threatened against the Sponsor, that could have a Material Adverse Effect on the Sponsor. (f) All requirements for the Sponsor to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Sponsor is in compliance with all Laws and Regulations, Regulations other than acts of non- compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the SponsorSponsor or on its obligations under this Agreement.

Representations of the Sponsor. ‌ The Sponsor represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement: (a) The Sponsor is a corporation without share capital created under the laws of Ontario, and has the requisite power to enter into this Agreement and to perform its obligations hereunder.‌hereunder. (b) This Agreement has been duly authorized, executed executed, and delivered by the Sponsor and is a valid and binding obligation of the Sponsor enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors’ creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction. (c) The execution and delivery of this Agreement by the Sponsor and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Sponsor under: (i) any contract or obligation to which the Sponsor is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholders shareholder of the Sponsor; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Sponsor; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Sponsor. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Sponsor, threatened against the Sponsor, that could have a Material Adverse Effect on the Sponsor. (f) All requirements for the Sponsor to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Sponsor is in compliance with all Laws and Regulations, Regulations other than acts of non- non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the SponsorSponsor or on its obligations under this Agreement.