Common use of Representations, Warranties and Covenants of the General Partner Clause in Contracts

Representations, Warranties and Covenants of the General Partner. The General Partner hereby represents, warrants and covenants to the Limited Partner that: (a) it is a corporation duly incorporated under the Law of the Province of Ontario, and it is, and shall continue to be, existing and in good standing under the said Law and under the Law of any jurisdiction where it carries on its activities; (b) this Agreement has been duly authorized, executed and delivered by the General Partner and constitutes a legal, valid and binding obligation of the General Partner enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and general principles of equity; (c) it has and will continue to have the capacity and corporate power and authority to act as the General Partner and to perform its obligations hereunder and such obligations do not and will not conflict with nor constitute a default under: (i) its constating or organizational documents, by-laws or resolutions; (ii) any agreement by which it is bound; (iii) any Law; or (iv) any judgment, order or award that is binding on it or its property or assets; (d) as of the Execution Date, there is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, provincial, state, municipal, local or foreign) in progress, pending or, to the knowledge of the General Partner, threatened against the Limited Partnership or the General Partner or any of their properties, assets or businesses and, to the knowledge of the General Partner, there is no reasonable basis for any such action, suit, arbitration, investigation, inquiry or proceeding that, in each case, may reasonably be expected to have a material adverse effect on the Limited Partnership or the General Partner; (e) as of the Execution Date, neither the General Partner nor any of its directors and officers has been the subject of any legal action, suit, arbitration or governmental investigation that resulted in a finding of fraud, breach of fiduciary duty or violation of applicable securities laws; (f) it will exercise the powers conferred upon it hereunder in pursuance of the Purpose and activities of the Limited Partnership; (g) it will carry out such investigations and obtain such assurances as a prudent administrator would deem necessary or appropriate prior to entering into any transaction; (h) it will devote such time and attention to the conduct of the affairs of the Limited Partnership as may reasonably be required for the proper management of the Purpose; (i) it will not commingle the funds of the Limited Partnership with its own funds or with the funds of any other Person and will maintain separate bank accounts for the Limited Partnership for such purpose; (j) it is and, at all times during the term of the Limited Partnership, will remain a resident of Canada within the meaning of that term in the Income Tax Act (Canada); (k) at all times it will act on a basis which is fair and reasonable, and exercise its powers and discharge its duties under this Agreement honestly, in good faith and in the best interests of the Limited Partnership and the Limited Partner; (l) it will not cause the Limited Partnership to engage directly in development activities except within the scope of the Purpose; (m) the Limited Partnership has been duly and validly formed under the laws of the Province of Manitoba and that the Limited Partnership has all necessary right, power and authority to carry out the Purpose; and (n) it is, and at all times during the term of the Limited Partnership will remain, a Special Purpose Vehicle.

Representations, Warranties and Covenants of the General Partner. The General Partner hereby represents, warrants and covenants to the Limited Partner that: (a) it is a corporation duly incorporated under the Law of the Province of Ontario, and it is, and shall continue to be, existing and in good standing under the said Law and under the Law of any jurisdiction where it carries on its activities; (b) this Agreement has been duly authorized, executed and delivered by the General Partner and constitutes a legal, valid and binding obligation of the General Partner enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and general principles of equity; (c) it has and will continue to have the capacity and corporate power and authority to act as the General Partner and to perform its obligations hereunder and such obligations do not and will not conflict with nor constitute a default under: (i) its constating or organizational documents, by-laws or resolutions; (ii) any agreement by which it is bound; (iii) any Law; or (iv) any judgment, order or award that is binding on it or its property or assets; (d) as of the Execution Date, there is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, provincial, state, municipal, local or foreign) in progress, pending or, to the knowledge of the General Partner, threatened against the Limited Partnership or the General Partner or any of their properties, assets or businesses and, to the knowledge of the General Partner, there is no reasonable basis for any such action, suit, arbitration, investigation, inquiry or proceeding that, in each case, may reasonably be expected to have a material adverse effect on the Limited Partnership or the General Partner; (e) as of the Execution Date, neither the General Partner nor any of its directors and officers has been the subject of any legal action, suit, arbitration or governmental investigation that resulted in a finding of fraud, breach of fiduciary duty or violation of applicable securities laws; (f) it will exercise the powers conferred upon it hereunder in pursuance of the Purpose Purposes and activities of the Limited Partnership; (g) it will carry out such investigations and obtain such assurances as a prudent administrator would deem necessary or appropriate prior to entering into any transaction; (h) it will devote such time and attention to the conduct of the affairs of the Limited Partnership as may reasonably be required for the proper management of the PurposePurposes; (i) it will not commingle the funds of the Limited Partnership with its own funds or with the funds of any other Person and will maintain separate bank accounts for the Limited Partnership for such purpose; (j) it is and, at all times during the term of the Limited Partnership, will remain a resident of Canada within the meaning of that term in the Income Tax Act (Canada); (k) at all times it will act on a basis which is fair and reasonable, and exercise its powers and discharge its duties under this Agreement honestly, in good faith and in the best interests of the Limited Partnership and the Limited Partner; (l) it will not cause the Limited Partnership to engage directly in development activities except within the scope of the PurposePurposes; (m) the Limited Partnership has been shall be duly and validly formed under the laws of the Province of Manitoba and that the Limited Partnership has shall all necessary right, power and authority to carry out the PurposePurposes; and (n) it is, and at all times during the term of the Limited Partnership will remain, a Special Purpose Vehicle.

Representations, Warranties and Covenants of the General Partner. The General Partner hereby represents, warrants and covenants to the Limited Partner that: (a) it is a corporation duly incorporated under the Law of the Province of Ontario, and it is, and shall continue to be, existing and in good standing under the said Law and under the Law of any jurisdiction where it carries on its activities; (b) this Agreement has been duly authorized, executed and delivered by the General Partner and constitutes a legal, valid and binding obligation of the General Partner enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and general principles of equity; (c) it has and will continue to have the capacity and corporate power and authority to act as the General Partner and to perform its obligations hereunder and such obligations do not and will not conflict with nor constitute a default under: (i) its constating or organizational documents, by-laws or resolutions; (ii) any agreement by which it is bound; (iii) any Law; or (iv) any judgment, order or award that is binding on it or its property or assets; (d) as of the Execution Date, there is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, provincial, state, municipal, local or foreign) in progress, pending or, to the knowledge of the General Partner, threatened against the Limited Partnership or the General Partner or any of their properties, assets or businesses and, to the knowledge of the General Partner, there is no reasonable basis for any such action, suit, arbitration, investigation, inquiry or proceeding that, in each case, may reasonably be expected to have a material adverse effect on the Limited Partnership or the General Partner; (e) as of the Execution Date, neither the General Partner nor any of its directors and officers has been the subject of any legal action, suit, arbitration or governmental investigation that resulted in a finding of fraud, breach of fiduciary duty or violation of applicable securities laws; (f) it will exercise the powers conferred upon it hereunder in pursuance of the Purpose Purposes and activities of the Limited Partnership; (g) it will carry out such investigations and obtain such assurances as a prudent administrator would deem necessary or appropriate prior to entering into any transaction; (h) it will devote such time and attention to the conduct of the affairs of the Limited Partnership as may reasonably be required for the proper management of the PurposePurposes; (i) it will not commingle the funds of the Limited Partnership with its own funds or with the funds of any other Person and will maintain separate bank accounts for the Limited Partnership for such purpose; (j) it is and, at all times during the term of the Limited Partnership, will remain a resident of Canada within the meaning of that term in the Income Tax Act (Canada); (k) at all times it will act on a basis which is fair and reasonable, and exercise its powers and discharge its duties under this Agreement honestly, in good faith and in the best interests of the Limited Partnership and the Limited Partner; (l) it will not cause the Limited Partnership to engage directly in development activities except within the scope of the PurposePurposes; (m) the Limited Partnership has been shall be duly and validly formed under the laws of the Province of Manitoba and that the Limited Partnership has shall have all necessary right, power and authority to carry out the PurposePurposes; and (n) it is, and at all times during the term of the Limited Partnership will remain, a Special Purpose Vehicle.