ARTICLE 10 REPRESENTATIONS AND WARRANTIES 10.1 The Service Provider makes the following representations and warranties to the Ministry and confirms that the Ministry is relying upon such representations and warranties: it is validly existing under the laws of its jurisdiction and has all necessary power and authority to own its properties and carry on its business as presently carried on and is duly licensed, registered and qualified in all jurisdictions where the character of its property owned or leased or the nature of the activities conducted by it makes such licensing, registration or qualification necessary; (b) no steps or proceedings have been taken or are pending to supersede or amend its constating documents or by-laws in a manner which would impair or limit its ability to carry out its obligations hereunder; (c) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it; (d) it has taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions hereof including holding a valid certificate of authorization issued by the Professional Engineers of Ontario; (e) this Agreement constitutes a valid and legally binding obligation of the Service Provider enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of the rights of creditors generally, the general principles of equity and that equitable remedies such as specific performance and injunction are available only in the discretion of a court; (f) none of the authorization, creation, execution or delivery of this Agreement, nor compliance with or performance of the terms and conditions of this Agreement:
ARTICLE 10 REPRESENTATIONS AND WARRANTIES 10.1 The Service Provider makes the following representations and warranties to the Ministry and confirms that the Ministry is relying upon such representations and warranties: it is validly existing under the laws of its jurisdiction and has all necessary power and authority to own its properties and carry on its business as presently carried on and is duly licensed, registered and qualified in all jurisdictions where the character of its property owned or leased or the nature of the activities conducted by it makes such licensing, registration or qualification necessary; (b) no steps or proceedings have been taken or are pending to supersede or amend its constating documents or by-laws in a manner which would impair or limit its ability to carry out its obligations hereunder; (c) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it; (d) it has taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions hereof including holding a valid certificate of authorization issued by the Professional Engineers of Ontario; (e) this Agreement constitutes a valid and legally binding obligation of the Service Provider enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of the rights of creditors generally, the general principles of equity and that equitable remedies such as specific performance and injunction are available only in the discretion of a court; (f) none of the authorization, creation, execution or delivery of this Agreement, nor compliance with or performance of the terms and conditions of this Agreement:
RFP%20CA%20Legal%20Terms%20and%20Conditions%20-%20Version%207.8.docx