32.2.1 Representations by the private party

In addition to the representations and warranties identified elsewhere in these NCPs for Economic Infrastructure, the private party will provide a series of representations and warranties for the benefit of government, including that:90

(a) it has corporate status to enter into the transaction and is solvent;

(b) it has the power to own its property and enter into the transaction;

(d) all obligations in the Project Contracts are binding on it;

(e) its compliance with the Project Contracts will not cause any contravention of law, or of any authorisation or undertaking, or of its own constitution;

(f) it is not acting as a trustee of a trust except to the extent agreed by government in writing (if the private party is acting as a trustee this representation and warranty will be removed and appropriate trustee representations, warranties and undertakings will be included in the project agreement);

(g) no proceedings are current or pending which have or may have a material adverse effect on:

(i) its ability to perform its obligations; and

(ii) the rights of government under a Project Contract;

(h) all information given to government is true, accurate and not misleading;

(i) no filings or taxes are needed to make the project agreement binding;

(j) no default has occurred and is subsisting;

(k) there are no security interests other than Permitted Security Interests over its property;

(l) government has been provided with all material documents relating to financing; and

(m) it is not aware of any material facts or circumstances that have not been disclosed to government and which might, if disclosed, materially adversely affect the decision to enter into the project agreement.

The above list of representations and warranties is not an exhaustive list.

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90 See section 1.3.3 of Chapter 1 (Contractual issues) regarding government warranties.