Common use of Agent’s Representations, Warranties and Covenants Clause in Contracts

Agent’s Representations, Warranties and Covenants. 13.1 The Agent covenants and agrees with the Corporation not to distribute any issuable securities hereunder in such manner as to require registration or the filing of a prospectus or any similar document by the Corporation under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute any issuable securities hereunder in accordance with all applicable laws. In particular, the Agent, on its own behalf and on behalf of its respective U.S. broker-dealer affiliates (“U.S. Affiliates”), acknowledges and agrees with the Corporation that the securities issuable hereunder have not been and will not be registered under the 1933 Act or under any state securities laws and may not be offered or sold within the United States (as defined in Regulation S) (the “United States”) or to, or for the account or benefit of, any U.S. person. Any agreements between the Agent and the members of any banking or selling group shall include an agreement to be bound by the same representations, warranties and covenants contained in this section 13. 13.2 The Agent covenants and agrees with the Corporation that it will not solicit offers to purchase and sell any securities issuable hereunder so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction other than the Qualifying Jurisdictions and that: (a) other than the Prospectus or any Prospectus Amendment, it has not provided and will not without the prior written approval of the Corporation and the Agent, provide any information in respect of the Units to any potential investors of the Units. 13.3 Except as otherwise contemplated by this Agreement, the Agent shall offer the securities issuable hereunder directly in Canada or outside Canada or the United States through authorized dealers, only as permitted by the Securities Laws, upon the terms and conditions set forth in the Prospectus or any Prospectus Amendment and in this Agreement, and will require any banking, selling or other group formed by it in connection with the distribution of such securities to agree to so distribute. 13.4 The Agent shall use all reasonable efforts to complete the distribution of the Units in the Qualifying Jurisdictions or outside Canada and the United States on, or as soon as possible after, the Closing Time. 13.5 The Agent shall promptly give the Corporation written notice of the date on which, in the Agent’s opinion, distribution or distribution to the public, as the case may be, of the Units is terminated and of the total proceeds realized from such distributions in each of the Qualifying Jurisdictions or outside Canada and the United States where such breakdown is required in order to calculate fees payable in such Qualifying Jurisdictions or outside Canada and the United States. 13.6 The Agent shall comply and shall cause the members of any banking or selling group to comply with Securities Laws applicable to them in respect of any stabilization activities undertaken in connection with the offering of the Units. 13.7 The Agent hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into the transactions contemplated hereby, that: 13.7.1 it is, and will remain so, until the completion of the Offering, appropriately registered under the Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; 13.7.2 it has requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein; and 13.7.3 this Agreement has been duly authorized, executed and delivered by the Agent and constitutes a legal, valid and binding obligation of the Agent enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws.

Agent’s Representations, Warranties and Covenants. 13.1 The (a) Each Agent severally, and neither jointly, nor jointly and severally, covenants and agrees with the Corporation not to distribute any issuable securities hereunder in such manner as to require registration or the filing of a prospectus or any similar document by the Corporation under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute any issuable securities hereunder in accordance with all applicable laws. In particular, the Agent, on its own behalf and on behalf of its respective U.S. broker-dealer affiliates (“U.S. Affiliates”), acknowledges and agrees with the Corporation that the securities issuable hereunder have not been and will not be registered under the 1933 Act or under any state securities laws and may not be offered or sold within the United States (as defined in Regulation S) (the “United States”) or to, or for the account or benefit of, any U.S. person. Any agreements between the Agent and the members of any banking or selling group shall include an agreement to be bound by the same representations, warranties and covenants contained in this section 13. 13.2 The Agent covenants and agrees with the Corporation Company that it will not (and will use its commercially reasonable efforts to cause any Selling Firm to): (i) conduct activities in connection with arranging for the sale and distribution of the Units in compliance with all Applicable Securities Laws, the Prospectus and the provisions of this Agreement; (ii) not, directly or indirectly, sell or solicit offers to purchase and sell the Units or distribute or publish any securities issuable hereunder offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration thereof or filing of a prospectus with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations) under the laws Laws of, or subject the Company (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority in, any jurisdiction other than the Qualifying Jurisdictions and that: (a) other than the Prospectus or any Prospectus Amendment, it has not provided and will not without the prior written approval of the Corporation and the Agent, provide any information in respect of the Units to any potential investors of the Units. 13.3 Except Provinces as otherwise contemplated by this Agreement, the Agent shall offer the securities issuable hereunder directly in Canada or outside Canada or the United States through authorized dealers, only as permitted by the Securities Laws, upon the terms and conditions set forth in the Prospectus or any Prospectus Amendment and in this Agreement, and will require any banking, selling or other group formed by it in connection with the distribution of such securities to agree to so distribute.; and 13.4 The Agent shall (iii) use all commercially reasonable efforts to complete and to cause any Selling Firm to complete the distribution of the Units in the Qualifying Jurisdictions or outside Canada and the United States on, or as soon as possible afterpracticable. (b) The Lead Agent, on behalf of the Agents, shall notify the Company when, in its opinion, the Closing Time. 13.5 The Agent shall promptly give Agents and the Corporation written notice of the date on which, in the Agent’s opinion, distribution or distribution to the public, as the case may be, Selling Firms have ceased Distribution of the Units is terminated and provide a breakdown of the total number of Units distributed and proceeds realized from such distributions received therefrom as required by the Company to comply with Canadian Securities Laws. (c) Notwithstanding the foregoing provisions of this Section 2, an Agent will not be liable to the Company under this Section 2 with respect to a default under this Section 2 by another Agent, or by another Agent's Selling Firm. No Agent will be liable for any act or omission of any other Agent or by another Agent's Selling Firm. (d) Each Agent represents and warrants to, and covenants with, the Company that at least one of the Agents is duly registered under the Canadian Securities Laws in each of the Qualifying Jurisdictions or outside Canada and the United States where such breakdown is required in order to calculate fees payable in such Qualifying Jurisdictions or outside Canada and the United StatesProvinces. 13.6 The Agent shall comply and shall cause the members of any banking or selling group to comply with Securities Laws applicable to them in respect of any stabilization activities undertaken in connection with the offering of the Units. 13.7 The Agent hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into the transactions contemplated hereby, that: 13.7.1 it is, and will remain so, until the completion of the Offering, appropriately registered under the Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; 13.7.2 it has requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein; and 13.7.3 this Agreement has been duly authorized, executed and delivered by the Agent and constitutes a legal, valid and binding obligation of the Agent enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws.

Agent’s Representations, Warranties and Covenants. 13.1 (a) The Agent covenants and agrees with the Corporation not to distribute any issuable securities hereunder in such manner as to require registration or the filing of a prospectus or any similar document by the Corporation under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute any issuable securities hereunder in accordance with all applicable laws. In particular, the Agent, on its own behalf and on behalf of its respective U.S. broker-dealer affiliates (“U.S. Affiliates”), acknowledges and agrees with the Corporation that the securities issuable hereunder have not been and will not be registered under the 1933 Act or under any state securities laws and may not be offered or sold within the United States (as defined in Regulation S) (the “United States”) or to, or for the account or benefit of, any U.S. person. Any agreements between the Agent and the members of any banking or selling group shall include an agreement to be bound by the same representations, warranties and covenants contained in this section 13. 13.2 The Agent covenants and agrees with the Corporation Company that it will not (and will use its commercially reasonable efforts to cause any Selling Firm to): (i) conduct activities in connection with arranging for the sale and distribution of the Units in compliance with all Applicable Securities Laws, the Prospectus and the provisions of this Agreement; (ii) not, directly or indirectly, sell or solicit offers to purchase and sell the Units or dis tribute or publish any securities issuable hereunder offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration thereof or filing of a prospectus with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations) under the laws Laws of, or subject the Company (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority in, any jurisdiction other than the Qualifying Jurisdictions and that: (a) other than the Prospectus or any Prospectus Amendment, it has not provided and will not without the prior written approval of the Corporation and the Agent, provide any information in respect of the Units to any potential investors of the Units. 13.3 Except Provinces as otherwise contemplated by this Agreement, the Agent shall offer the securities issuable hereunder directly in Canada or outside Canada or the United States through authorized dealers, only as permitted by the Securities Laws, upon the terms and conditions set forth in the Prospectus or any Prospectus Amendment and in this Agreement, and will require any banking, selling or other group formed by it in connection with the distribution of such securities to agree to so distribute.; and 13.4 The Agent shall (iii) use all commercially reasonable efforts to complete and to cause any Selling Firm to complete the distribution of the Units in the Qualifying Jurisdictions or outside Canada and the United States on, or as soon as possible after, the Closing Timepracticable. 13.5 (b) The Agent shall promptly give notify the Corporation written notice of the date on whichCompany when, in the Agent’s its opinion, distribution or distribution to the public, as Agent and the case may be, Selling Firms have ceased Distribution of the Units is terminated and provide a breakdown of the total number of Units distributed and proceeds realized from such distributions received therefrom as required by the Company to comply with Canadian Securities Laws. (c) Notwithstanding the foregoing provisions of this Section 2, the Agent will not be liable to the Company under this Section 2 with respect to a default under this Section 2 by a Selling Firm. (d) The Agent represents and warrants to, and covenants with, the Company that the Agent is duly registered under the Canadian Securities Laws in each of the Qualifying Jurisdictions or outside Canada and the United States where such breakdown is required in order to calculate fees payable in such Qualifying Jurisdictions or outside Canada and the United StatesProvinces. 13.6 The Agent shall comply and shall cause the members of any banking or selling group to comply with Securities Laws applicable to them in respect of any stabilization activities undertaken in connection with the offering of the Units. 13.7 The Agent hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into the transactions contemplated hereby, that: 13.7.1 it is, and will remain so, until the completion of the Offering, appropriately registered under the Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; 13.7.2 it has requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein; and 13.7.3 this Agreement has been duly authorized, executed and delivered by the Agent and constitutes a legal, valid and binding obligation of the Agent enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws.

Agent’s Representations, Warranties and Covenants. 13.1 (a) The Agent covenants and agrees with the Corporation not to distribute any issuable securities hereunder in such manner as to require registration or the filing of a prospectus or any similar document by the Corporation under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute any issuable securities hereunder in accordance with all applicable laws. In particular, the Agent, on its own behalf and on behalf of its respective U.S. broker-dealer affiliates (“U.S. Affiliates”), acknowledges and agrees with the Corporation that the securities issuable hereunder have not been and will not be registered under the 1933 Act or under any state securities laws and may not be offered or sold within the United States (as defined in Regulation S) (the “United States”) or to, or for the account or benefit of, any U.S. person. Any agreements between the Agent and the members of any banking or selling group shall include an agreement to be bound by the same representations, warranties and covenants contained in this section 13. 13.2 The Agent covenants and agrees with the Corporation Company that it will not (and will use its commercially reasonable efforts to cause any Selling Firm to): (i) conduct activities in connection with arranging for the sale and distribution of the Units in compliance with all Applicable Securities Laws, the Prospectus and the provisions of this Agreement; (ii) not, directly or indirectly, sell or solicit offers to purchase and sell the Units or distribute or publish any securities issuable hereunder offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration thereof or filing of a prospectus with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations) under the laws Laws of, or subject the Company (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority in, any jurisdiction other than the Qualifying Jurisdictions and that: (a) other than the Prospectus or any Prospectus Amendment, it has not provided and will not without the prior written approval of the Corporation and the Agent, provide any information in respect of the Units to any potential investors of the Units. 13.3 Except Provinces as otherwise contemplated by this Agreement, the Agent shall offer the securities issuable hereunder directly in Canada or outside Canada or the United States through authorized dealers, only as permitted by the Securities Laws, upon the terms and conditions set forth in the Prospectus or any Prospectus Amendment and in this Agreement, and will require any banking, selling or other group formed by it in connection with the distribution of such securities to agree to so distribute.; and 13.4 The Agent shall (iii) use all commercially reasonable efforts to complete and to cause any Selling Firm to complete the distribution of the Units in the Qualifying Jurisdictions or outside Canada and the United States on, or as soon as possible after, the Closing Timepracticable. 13.5 (b) The Agent shall promptly give notify the Corporation written notice of the date on whichCompany when, in the Agent’s its opinion, distribution or distribution to the public, as Agent and the case may be, Selling Firms have ceased Distribution of the Units is terminated and provide a breakdown of the total number of Units distributed and proceeds realized from such distributions received therefrom as required by the Company to comply with Canadian Securities Laws. (c) Notwithstanding the foregoing provisions of this Section 2, the Agent will not be liable to the Company under this Section 2 with respect to a default under this Section 2 by a Selling Firm. (d) The Agent represents and warrants to, and covenants with, the Company that the Agent is duly registered under the Canadian Securities Laws in each of the Qualifying Jurisdictions or outside Canada and the United States where such breakdown is required in order to calculate fees payable in such Qualifying Jurisdictions or outside Canada and the United StatesProvinces. 13.6 The Agent shall comply and shall cause the members of any banking or selling group to comply with Securities Laws applicable to them in respect of any stabilization activities undertaken in connection with the offering of the Units. 13.7 The Agent hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into the transactions contemplated hereby, that: 13.7.1 it is, and will remain so, until the completion of the Offering, appropriately registered under the Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; 13.7.2 it has requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein; and 13.7.3 this Agreement has been duly authorized, executed and delivered by the Agent and constitutes a legal, valid and binding obligation of the Agent enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws.