Common use of General Representations Clause in Contracts

General Representations. The Shipowner hereby represents and warrants that the following are true statements as of the date hereof and further warrants that they shall remain true thereafter: (1) The Shipowner is duly organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (the "Documents"); (3) each of the Documents has been duly authorized, executed and delivered by the Shipowner and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions of, or constitute a default under any other agreement or undertaking by the Shipowner or by which the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of its property which could prevent or jeopardize the performance by the Shipowner of its obligations under the Documents;

General Representations. The Shipowner hereby Each of the Parties represents and warrants that to and for the following are true statements as benefit of the date hereof and further warrants that they shall remain true thereafterother Parties as follows: 16.1.1 each of them (1which is a corporation) The Shipowner is a company with limited liability duly organized, registered and validly existing and in good standing under the laws its law of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualificationincorporation, and had and has full legal right, the power and authority to own its own properties and assets and to conduct its the business as which it is presently conductedconducts; (2) 16.1.2 each of them has the Shipowner had and has legal power and authority to enter into into, exercise its rights and carry out perform and comply with its obligations under this Agreement and each of them (which is a corporation) has taken or obtained all necessary corporate and other action to authorise the terms execution and delivery of the Guarantee Commitment, the Construction Contract, Bond Purchase this Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (the "Documents"); (3) each 16.1.3 neither the execution nor delivery of the Documents has been duly authorizedthis Agreement by it, executed and delivered by the Shipowner and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) nor the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not hereby or thereby will: (a) (where it is a corporation) violate any provisions provision of the formation documents its memorandum of the Shipowner and will not association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in a any breach of the terms and provisions of, or constitute a default under (or an event which with notice or lapse of time or both would become a default) under, or give to others any other rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or undertaking by the Shipowner other instrument or obligation to which it is a party or by which the Shipowner it or any of its properties or assets is bound or any order affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any court authorisations, filings, registration, documentation or administrative agency entered into claim in any proceedings order: (a) to which the Shipowner is or has been a partyenable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (5b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, proceeding arbitration or investigation administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the best of the Shipowner's knowledgeentry into, threatened, involving the Shipowner or any exercise of its property which could prevent rights under or jeopardize the performance by the Shipowner or enforcement of or compliance with its obligations under the Documents;this Agreement or (ii) which has or could have a material adverse effect on it.

General Representations. The Shipowner hereby represents and warrants that Governmental Lender makes the following are true statements representations as of the date hereof and further warrants that they shall remain true thereafterbasis for the undertakings on its part herein contained: (1a) The Shipowner Governmental Lender is duly organizeda political subdivision and body corporate and politic, validly organized and existing and in good standing under the laws of the jurisdiction designated in the initial paragraph State of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted;California. (2b) the Shipowner had and The Governmental Lender has legal all necessary power and authority to enter into the Funding Loan Documents to which it is a party (the “Governmental Lender Documents”), and carry out to perform its duties and discharge its obligations hereunder and thereunder. (c) To the terms best knowledge of the Guarantee CommitmentGovernmental Lender, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (Governmental Lender has complied with the "Documents"); (3) each provisions of the Documents has been duly authorized, executed Act and delivered by the Shipowner and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating the State which are prerequisites to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions on the part of the Governmental Lender contemplated by the Governmental Lender Documents. (d) To the best knowledge of the Governmental Lender, the execution and compliance delivery by the Shipowner Governmental Lender of all the Governmental Lender Documents, the consummation of the transactions on the part of the Governmental Lender contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof by the Governmental Lender do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in Governmental Lender is now a breach of the terms and provisions ofparty or by which it is bound, or nor do they constitute a default under any other agreement of the foregoing or undertaking result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Governmental Lender under the terms of any instrument or agreement. (e) The revenues and receipts to be derived from the Borrower Loan Agreement, the Borrower Note and this Funding Loan Agreement have not been pledged previously by the Shipowner or by which the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings Governmental Lender to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or secure any of its property which could prevent notes or jeopardize bonds other than the performance Funding Loan as evidenced by the Shipowner of its obligations under the Documents;Governmental Lender Note. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATION, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, MATERIALS, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE FUNDING LOAN OR THE BORROWER LOAN, OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOF.

General Representations. The Shipowner hereby represents and warrants that the following are true statements as of the date hereof and further warrants that they shall remain true thereafter: (1) The Shipowner is duly organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (the "Documents"); (3) each of the Documents has been duly authorized, executed and delivered by the Shipowner and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions of, or constitute a default under any other agreement or undertaking by the Shipowner or by which the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of its property which could prevent or jeopardize the performance by the Shipowner of its obligations under the Documents;

General Representations. The Shipowner hereby represents Each of the Partners repress and warrants to the other Partner that (a) the following execution, delivery and performance of this Agreement and its ancillary documents attached hereto as Exhibits (Ancillary Documents) have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of it, (b) the execution, delivery and performance of this Agreement and Ancillary Documents will not result in a breach or violation of or a default under its articles of incorporation or partnership agreement, or under any loan or other agreement or instrument by which it or any of its properties is bound or under any statute, rule, regulation, order or other law to which it or any of its properties is subject, (c) this Agreement and those Ancillary Documents to which it is a party are true statements as legal, valid and binding obligations of the date hereof it, enforceable against it in accordance with their terms and further warrants that they shall remain true thereafter: conditions, (1d) The Shipowner it is a legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had formation and has full legal right, all necessary power and authority to own its own properties property and assets and conduct carry on its business as it presently conducted (including in the manner contemplated by this Agreement and Ancillary Documents) and is duly qualified to do business and is in good standing in all jurisdictions which the ownership or use of its property or its activities presently conducted; (2) make such qualification necessary, except for such jurisdictions in which the Shipowner had and has legal power and authority failure to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase be so qualified or in good standing would not materially impair its obligations pursuant to this Agreement, Obligations(e) all authorizations, Indentureapprovals and consents, Security Agreementif any, Secretary's Note, Mortgage, Financial Agreementrequired to be obtained from, and Depository all registrations, declarations and filings, if any, required to be made with, all governmental authorities and regulatory bodies and all other persons or entities to permit it to execute and deliver, and to perform its obligations, under this Agreement (the "Documents"); (3) each of the and Ancillary Documents has have been duly authorizedobtained or made and all such authorizations, executed approvals, consents, registrations, declarations and delivered by the Shipowner filings are in full force and constituteseffect, and all terms and conditions contained in accordance with its respective termsor existing in respect of, legalsuch authorizations, valid approvals, consents, registrations, declarations and binding instruments enforceable against the Shipownerfilings, except have, to the extent limited by applicable necessary prior to the date of execution and delivery hereof and thereof, been duly satisfied and performed, (f) neither it nor any of its partners or shareholders in the hands of a receiver or has committed an act of bankruptcy, reorganizationand (g) there are no judgments, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions oforders, or constitute a default under decrees of any kind against it unpaid or unsatisfied of record nor any legal action, suit or other agreement legal or undertaking by the Shipowner or by which the Shipowner is bound or any order of administrative proceeding pending before any court or administrative agency entered into in any proceedings to which the Shipowner is or has been would have a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of material adverse effect on its property which could prevent or jeopardize the performance by the Shipowner of its obligations under the Documents;financial condition.

General Representations. The Shipowner hereby Seller represents and warrants that the following are true statements to Buyer as of the date hereof and further warrants that they shall remain true thereafterEffective Date that: (1i) The Shipowner Seller is duly organized, organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction designated State of Delaware, and has the lawful power to engage in the initial paragraph business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the Special Provisions hereof and shall maintain business transacted by it makes such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conductedqualification necessary; (2ii) Seller has the Shipowner had and has legal power and authority to enter into make and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, this Agreement and Depository Agreement (the "Documents")to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; (3iii) each of the Documents this Agreement has been duly authorized, and validly executed and delivered by Seller and, as of the Shipowner and constitutesEffective Date, in accordance with its respective terms, constitutes a legal, valid and binding instruments obligation of Seller, enforceable in accordance with its terms against the ShipownerSeller, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement rights of creditors rights as from time to time in effectgenerally or by general principles of equity; (4) the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions of, or constitute a default under any other agreement or undertaking by the Shipowner or by which the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5iv) there is are no litigationactions, proceeding suits, proceedings or investigation investigations pending or, to the best knowledge of Seller, threatened in writing against Seller or its Affiliates, at law or in equity before any Governmental Authority, which individually or in the Shipowner's aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability to perform its obligations under this Agreement; (v) the execution, delivery and performance of this Agreement by Seller will not conflict with its governing documents, any Applicable Laws, or any covenant, agreement, understanding, decree or order to which Seller is a party or by which it is bound or affected; (vi) there is no proceeding under applicable bankruptcy or insolvency law contemplated by Seller or, to Seller’s knowledge, threatened, involving the Shipowner or threatened against it; (vii) neither it nor any of its property which could prevent employees, agents, or jeopardize representatives have offered or given, or will offer or give, any gratuities to Buyer’s employees, agents or representatives for the performance purpose of securing the Agreement or securing favorable treatment under this Agreement; (viii) Seller or its Affiliates have or will have all legal rights necessary for the Seller to enter upon and occupy the Site for the purpose of constructing, operating and maintaining the Facility for the Term. Seller shall maintain all leases or other land grants necessary for the construction, operation and maintenance of the Facility as valid for the Term; and (ix) Seller or its Affiliate have engaged those professional or other experts it reasonably believes necessary to understand its rights and obligations pursuant to this Agreement. All professionals or experts including engineers, attorneys or accountants, that Seller or its Affiliate may have consulted or relied on in undertaking the transactions contemplated by this Agreement have been solely those of Seller or such Affiliate. In entering into this Agreement and the Shipowner undertaking by Seller of its the obligations set forth in this Agreement, Seller has investigated and determined that it is capable of performing under this Agreement and has not relied upon the Documents;advice, experience or expertise of Buyer in connection with the transactions contemplated by this Agreement.

General Representations. The Shipowner hereby Each Seller represents and warrants that warrants, on the following are true statements as of Agreement Date or the date hereof of its Seller Accession Agreement (as applicable) and further warrants the date of each Offer that they shall remain true thereafter:that Seller makes (or is made on its behalf by the Sellers' Agent): (1) The Shipowner is duly organized, validly existing and in good standing under 7.1.1 it has the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner had and has legal power and authority to enter into, and perform its obligations under, each Transaction Document to which it is a party; 7.1.2 the obligations expressed to be assumed by it under each Transaction Document to which it is a party are legal, valid, binding and enforceable; 7.1.3 the entry into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreementperformance by it of, and Depository Agreement the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with: (a) any law or regulation applicable to it (including, without limitation, any anti-bribery and corruption laws, laws related to the "Documents"prevention of money laundering and terrorist financing, Sanctions and export controls laws (including any requirement for import or export licenses)); (3b) its constitutional documents; or (c) any agreement or instrument binding upon it or any of its assets; 7.1.4 no Insolvency Event has happened (or is pending or threatened) in respect of that Seller; 7.1.5 in connection with this Agreement and the fulfilment of its obligations under each Transaction Document to which it is a party: (a) it has not violated and shall not violate any applicable anti-bribery and anti-corruption laws and regulations, including, but not limited to, any relevant provision of any applicable anti-bribery laws and regulations in force in the Documents has been duly authorized, executed jurisdiction where it and delivered by the Shipowner Bank are domiciled and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effectoperate (“Anti-Bribery Laws”); (4b) it is not, and undertakes that it shall not, engage in the consummation following conduct: making of payments or transfers of value, offers or promises or giving of any financial or other advantage, or requests, agreements to receive or acceptances of any financial or other advantage, either directly or indirectly, having the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions purpose, effect or acceptance of, or constitute a default under any acquiescence in, public or commercial bribery or other agreement unlawful or undertaking by improper means of obtaining or retaining business, commercial advantage or the Shipowner or by which the Shipowner is bound or any order improper performance of any court function or administrative agency entered into in any proceedings to which the Shipowner is or has been a partyactivity; and (5c) there is no litigation, proceeding it shall procure the compliance with the above obligations from its own associated persons or investigation pending or, to the best agents as may be used for its fulfilment of the Shipowner's knowledge, threatened, involving the Shipowner or obligations under this Agreement; and 7.1.6 neither it nor any of its property which could prevent subsidiaries, directors, officers, employees, agents, or jeopardize affiliates is a person that is, or is owned or controlled by any individual or entity (each a “Person”) that is: (a) the performance subject of any Sanctions issued, administered or enforced by the Shipowner US Department of its obligations under the Documents;Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or the Hong Kong Monetary Authority (collectively, “Sanctions”); or (b) located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions; and 7.1.7 it is in compliance and shall comply with all applicable data protection and other laws for the same or similar purpose in all relevant jurisdictions. ​ ​ ​ ​

General Representations. The Shipowner hereby represents and warrants that the following are true statements as of the date hereof and further warrants that they shall remain true thereafter: (1) The Shipowner is duly organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's ’s Note, Mortgage, Financial Agreement, and Depository Agreement (the "“Documents"”); (3) each of the Documents has been duly authorized, executed and delivered by the Shipowner and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions of, or constitute a default under any other agreement or undertaking by the Shipowner or by which the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's ’s knowledge, threatened, involving the Shipowner or any of its property which could prevent or jeopardize the performance by the Shipowner of its obligations under the Documents;

General Representations. The Shipowner hereby Each of the Partners represents and warrants to the other Partner that (a) the following execution, delivery and performance of this Agreement and its ancillary documents attached hereto as Exhibits ("Ancillary Documents") have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of it, (b) the execution, delivery and performance of this Agreement and Ancillary Documents will not result in a breach or violation of or a default under its articles of incorporation or partnership agreement, or under any loan or other agreement or instrument by which it or any of its properties is bound or under any statute, rule, regulation, order or other law to which it or any of its properties is subject, (c) this Agreement and those Ancillary Documents to which it is a party are true statements as legal, valid and binding obligations of the date hereof it, enforceable against it in accordance with their terms and further warrants that they shall remain true thereafter: conditions, (1d) The Shipowner it is a legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had formation and has full legal right, all necessary power and authority to own its own properties property and assets and conduct carry on its business as it presently conducted (including in the manner contemplated by this Agreement and Ancillary Documents) and is duly qualified to do business and is in good standing in all jurisdictions which the ownership or use of its property or its activities presently conducted; (2) make such qualification necessary, except for such jurisdictions in which the Shipowner had and has legal power and authority failure to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase be so qualified or in good standing would not materially impair its obligations pursuant to this Agreement, Obligations(e) all authorizations, Indentureapprovals and consents, Security Agreementif' any, Secretary's Note, Mortgage, Financial Agreementrequired to be obtained from, and Depository all registrations, declarations and filings, if any, required to be made with, all governmental authorities and regulatory bodies and all other persons or entities to permit it to execute and deliver, and to perform its obligations, under this Agreement (the "Documents"); (3) each of the and Ancillary Documents has have been duly authorizedobtained or made and all such authorizations, executed approvals, consents, registrations, declarations and delivered by the Shipowner filings are in full force and constituteseffect, and all terms and conditions contained in accordance with its respective termsor existing in respect of, legalsuch authorizations, valid approvals, consents, registrations, declarations and binding instruments enforceable against the Shipownerfilings have, except to the extent limited by applicable necessary prior to the date of execution and delivery hereof and thereof, been duly satisfied and performed, (f) neither it nor any of its partners or shareholders in the hands of a receiver or has committed an act of bankruptcy, reorganizationand (g) there are no judgments, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions oforders, or constitute a default under decrees of any kind against it unpaid or unsatisfied of record nor any legal action, suit or other agreement legal or undertaking by the Shipowner or by which the Shipowner is bound or any order of administrative proceeding pending before any court or administrative agency entered into in any proceedings to which the Shipowner is or has been would have a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of material adverse effect on its property which could prevent or jeopardize the performance by the Shipowner of its obligations under the Documents;financial condition.

General Representations. The Shipowner hereby Each Seller represents and warrants that the following are true statements as of warrants, on the date hereof of this Agreement or the date of its Seller Accession Agreement (as applicable) and further warrants the date of each Offer that they shall remain true thereafter:that Seller makes (or is made on its behalf by the Sellers’ Agent): (1) The Shipowner is duly organized, validly existing and in good standing under 7.1.1 it has the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner had and has legal power and authority to enter into, and perform its obligations under, each Transaction Document to which it is a party; 7.1.2 the obligations expressed to be assumed by it under each Transaction Document to which it is a party are legal, valid, binding and enforceable; 7.1.3 the entry into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreementperformance by it of, and Depository Agreement the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with: (a) any law or regulation applicable to it (including, without limitation, any anti-bribery and corruption laws, laws related to the "Documents"prevention of money laundering and terrorist financing, Sanctions and export controls laws (including any requirement for import or export licenses)); (3b) its constitutional documents; or (c) any agreement or instrument binding upon it or any of its assets; 7.1.4 no Insolvency Event has happened (or is pending or threatened) in respect of that Seller; 7.1.5 in connection with this Agreement and the fulfilment of its obligations under each Transaction Document to which it is a party: (a) it has not violated and shall not violate any applicable anti-bribery and anti-corruption laws and regulations, including, but not limited to, any relevant provision of any applicable anti-bribery laws and regulations in force in the Documents has been duly authorized, executed jurisdiction where it and delivered by the Shipowner Bank are domiciled and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effectoperate (“Anti-Bribery Laws”); (4b) it is not, and undertakes that it shall not, engage in the consummation following conduct: making of payments or transfers of value, offers or promises or giving of any financial or other advantage, or requests, agreements to receive or acceptances of any financial or other advantage, either directly or indirectly, having the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions purpose, effect or acceptance of, or constitute a default under any acquiescence in, public or commercial bribery or other agreement unlawful or undertaking by improper means of obtaining or retaining business, commercial advantage or the Shipowner or by which the Shipowner is bound or any order improper performance of any court function or administrative agency entered into in any proceedings to which the Shipowner is or has been a partyactivity; and (5c) there is no litigation, proceeding it shall procure the compliance with the above obligations from its own associated persons or investigation pending or, to the best agents as may be used for its fulfilment of the Shipowner's knowledge, threatened, involving the Shipowner or obligations under this Agreement; and 7.1.6 neither it nor any of its property which could prevent subsidiaries, directors, officers, employees, agents, or jeopardize affiliates is a person that is, or is owned or controlled by any individual or entity (each a “Person”) that is: (a) the performance subject of any Sanctions issued, administered or enforced by the Shipowner US Department of its obligations under the Documents;Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or the Hong Kong Monetary Authority (collectively, “Sanctions”); or (b) located, organised or resident in a country or territory that is, or whose government is, the ​

General Representations. The Shipowner Shipowner’s hereby represents and warrants that the following are true statements as of the date hereof and further warrants that they shall remain true thereafter: (1) The Shipowner the Shipowner’s is duly organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner Shipowner’s has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner Shipowner’s had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's ’s Note, Mortgage, Financial Agreement, and Depository Agreement (the "“Documents"”); (3) each of the Documents has been duly authorized, executed and delivered by the Shipowner Shipowner’s and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner’s, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner Shipowner’s of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner Shipowner’s and will not result in a breach of the terms and provisions of, or constitute a default under any other agreement or undertaking by the Shipowner or by which the Shipowner Shipowner’s is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner Shipowner’s is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's ’s knowledge, threatened, involving the Shipowner Shipowner’s or any of its property which could prevent or jeopardize the performance by the Shipowner Shipowner’s of its obligations under the Documents;

General Representations. The Shipowner hereby represents and warrants that the following are true statements as of the date hereof and further warrants that they shall remain true thereafter: (1) The Shipowner is duly organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its business or properties require such qualification, and had and has full legal right, power and authority to own its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, SecretaryAdministrator's Note, Mortgage, Financial Agreement, and Depository Agreement (the "“Documents"”); (3) each of the Documents has been duly authorized, executed and delivered by the Shipowner and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provisions of the formation documents of the Shipowner and will not result in a breach of the terms and provisions of, or constitute a default under any other agreement or undertaking by the Shipowner or by which the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's ’s knowledge, threatened, involving the Shipowner or any of its property which could prevent or jeopardize the performance by the Shipowner of its obligations under the Documents;

General Representations. The Shipowner hereby represents Provider represents, warrants and warrants that the following are true statements covenants, as of the date hereof and further warrants that they shall remain true thereafter: applicable, that: (1a) The Shipowner is duly organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof it has and shall maintain such existence. throughout the term of this Agreement all appropriate license(s) and certification(s) mandated by governmental regulatory agencies; (b) it is, and will remain throughout the term of this Agreement, accredited by The Shipowner has not failed Joint Commission or another applicable accrediting agency recognized by Company; (c) it is, and will remain throughout the term of this Agreement, in compliance with all applicable Federal and state laws and regulations related to qualify this Agreement and the services to do business in any jurisdiction be provided hereunder, including, without limitation, statutes and regulations related to fraud, abuse, discrimination, disabilities, confidentiality, false claims and prohibition of kickbacks; (d) it is certified to participate in the United States in Medicaid and Medicare programs; (e) it has established an ongoing quality assurance/assessment program which its business includes, but is not limited to, credentialing of employees and subcontractors and shall supply to Company the relevant documentation, including, but not limited to, internal quality assurance/assessment protocols, state licenses and certifications, Federal agency certifications and/or registrations upon request; (f) all health care personnel employed by, associated or properties require such qualificationcontracted with Provider who treat Members: (i) are and will remain throughout the term of this Agreement appropriately licensed and/or certified (when and as required by state law) and supervised, and had qualified by education, training and has full legal rightexperience to perform their professional duties; and (ii) will act within the scope of their licensure or certification, power and authority to own as the case may be; (g) its own properties and assets and conduct its business as it is presently conducted; (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitmentcredentialing, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreementprivileging, and Depository Agreement (the "Documents"); (3) each of the Documents has been duly authorized, executed and delivered by the Shipowner and constitutes, re-appointment procedures are in accordance with its respective termsmedical staffs by-laws, legalregulations, valid and binding instruments enforceable against policies, comply with The Joint Commission standards, meet the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation querying and reporting requirements of the transactions contemplated National Practitioner Data Bank (“NPDB”) and Healthcare Integrity and Protection Data Bank (“HIPDB”), and fulfill all applicable state and Federal standards; (h) this Agreement has been executed by its duly authorized representative; and compliance by the Shipowner of all the terms (i) executing this Agreement and provisions of the Documents will performing its obligations hereunder shall not cause Provider to violate any provisions term or covenant of the formation documents of the Shipowner and will not result in a breach of the terms and provisions of, or constitute a default under any other agreement or undertaking by the Shipowner arrangement now existing or by which the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of its property which could prevent or jeopardize the performance by the Shipowner of its obligations under the Documents;hereinafter executed.