10.1

1. it is, and will continue for the term of the Agreement to be, a validly existing legal entity with full power to fulfill its obligations under the Agreement;
    
2. it has the experience and expertise necessary to carry out the Services;
    
3. it holds all permits, licences, consents, intellectual property rights and authorities necessary to perform its obligations under this Agreement;
    
4. all information (including information relating to any eligibility requirements for Funding) that the HSP provided to the LHIN in support of its request for Funding was true and complete at the time the HSP provided it, and will subject to the provision of notice otherwise, continue to be true and complete for the term of the Agreement; and
    
5. it does, and will continue for the term of the Agreement, to operate in compliance with Applicable Law and Applicable Policy, including observing where applicable, the requirements of the Corporations Act or successor legislation and the HSP's by-laws in respect of, but not limited to, the holding of board meetings, the requirements of quorum for decision-making, the maintenance of minutes for all board and committee meetings and the holding of members’ meetings.

1. it has the full power and authority to enter into the Agreement; and
    
2. it has taken all necessary actions to authorize the execution of the Agreement, including if the HSP is:
    
   1. an Indian Band, as defined under the Indian Act, passing a Band Council Resolution;
   2. a Municipality passing a municipal by-law or resolution; or
   3. a corporation passing a board resolution;
      
      authorizing the HSP to enter into the Agreement with the LHIN.

1. The HSP represents warrants and covenants that it has established,
   and will maintain for the period during which the Agreement is in effect, policies and procedures:
    
   1. that set out a code of conduct and ethical responsibilities for all persons at all levels of the HSP's organization;
       
   2. to ensure the ongoing effective functioning of the HSP
       
   3. for effective and appropriate decision-making;
       
   4. procedures for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest;
       
   5. for the prudent and effective management of the Funding;
       
   6. to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement; and the Act;
       
   7. to enable the preparation, approval and delivery of all Reports required pursuant to Article 8; and
       
   8. to address complaints about the provision of Services, the management or governance of the HSP.
       
2. The HSP represents and warrants that

 
1. The HSP has, or will have within 60 days of the execution of this agreement, a Performance Agreement with its CEO that ties the CEO's compensation plan to the CEO's performance.
    
2. it will take all reasonable care to ensure that its CEO complies with the Performance Agreement;
    
3. it will enforce the HSP's rights under the performance agreement, and
    
4. any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO's performance under the Performance Agreement and the CEO's achievement of performance goals and performance improvement targets.

1. by persons with the expertise, professional qualifications, licensing and
   skills necessary to complete their respective tasks; and
    
2. in compliance with Applicable Law and Applicable Policy..