Common use of Assumptions and Qualifications Clause in Contracts

Assumptions and Qualifications. For the purpose of our opinions given below, we have assumed: (a) the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as notarial, certified, conformed, electronic or photostatic copies or as facsimiles thereof; (b) that each Underwriter is duly registered or is exempt from registration under Securities Laws as of the date hereof as a broker, investment dealer or securities dealer and has complied with all laws applicable to it, including any limitations on its activities because of the category in which it is registered or exempt from being registered, as the case may be, in arranging for the purchase of the Notes by the Purchasers; (c) that each Purchaser has received a copy of the Canadian Offering Memorandum; (d) the deemed representations, warranties, acknowledgements and certifications made by the Purchasers under the Canadian Offering Memorandum are true and correct on the date of this letter, including, without limitation: i. for each Purchaser resident in or otherwise subject to the securities laws of the Province of Alberta, (A) is an “accredited investor,” as such term is defined in NI 45-106 (other than an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106); (B) is: 1. purchasing the Notes as principal, or 2. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or 3. a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and ii. for each Purchaser not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor,” as such term is defined in NI 45-106 or, for Purchasers resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), provided that it is a person acting on behalf of a fully managed account managed by that person, and it is either (x) registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, or (y) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction; or (B) not an individual, and it is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 paid in cash, and the Purchaser was not created or used solely to purchase or hold securities in reliance on the “minimum amount investment” exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the offering. (e) the Company is not in the business of trading in securities or holding itself out as engaging in the business of trading in securities so as to require it to be registered under the registration requirements of Securities Laws; (f) the Offering was made exclusively under the Preliminary Canadian Offering Memorandum and Canadian Offering Memorandum and was not made through an advertisement of the Notes in any printed media of general and regular paid circulation, radio, television or telecommunications; (g) no offering memorandum within the meaning of Securities Laws has been delivered in connection with the offer and sale of the Notes to the Purchasers other than the Preliminary Offering Memorandum and the Canadian Offering Memorandum; and (h) that at all material times, no order of a competent regulatory authority will have been issued to cease the trade or distribution of any of the Notes or any other securities of the Company or that affects any person or company who engages in such a trade and no court judgment, order, decree, injunction, decision or ruling will be in effect which prevents the trade or distribution of any of the Notes or other securities of the Company or that affects any person or company who engages in such a trade.

Assumptions and Qualifications. For the purpose of our opinions given below, we have assumed: (a) the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as notarial, certified, conformed, electronic or photostatic copies or as facsimiles thereof; (b) that each Underwriter is duly registered or is exempt from registration under Securities Laws as of the date hereof as a broker, investment dealer or securities dealer and has complied with all laws applicable to it, including any limitations on its activities because of the category in which it is registered or exempt from being registered, as the case may be, in arranging for the purchase of the Notes by the Purchasers; (c) that each Purchaser has received a copy of the Canadian Offering Memorandum; (d) the deemed representations, warranties, acknowledgements and certifications made by the Purchasers under the Canadian Offering Memorandum are true and correct on the date of this letter, including, without limitation: i. for each Purchaser resident in or otherwise subject to the securities laws of the Province of Alberta, (A) is an “accredited investor,” as such term is defined in NI 45-106 (other than an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106); (B) is: 1. purchasing the Notes as principal, or 2. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or 3. a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (CB) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and ii. for each Purchaser not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor,” ”, as such term is defined in NI 45-106 or, for Purchasers purchasers resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), provided that as it is a person acting on behalf of a fully managed account managed by that person, and it is either (x) registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, or (y) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction; or (B) not an individual, and it is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 paid in cash, and the Purchaser purchaser was not created or used solely to purchase or hold securities in reliance on the “minimum amount investment” exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the offering. (e) the Company is not in the business of trading in securities or holding itself out as engaging in the business of trading in securities so as to require it to be registered under the registration requirements of Securities Laws; (f) the Offering was made exclusively under the Preliminary Canadian Offering Memorandum and Canadian Offering Memorandum and was not made through an advertisement of the Notes in any printed media of general and regular paid circulation, radio, television or telecommunications; (g) no offering memorandum within the meaning of Securities Laws has been delivered in connection with the offer and sale of the Notes to the Purchasers other than the Preliminary Offering Memorandum and the Canadian Offering Memorandum; and (h) that at all material times, no order of a competent regulatory authority will have been issued to cease the trade or distribution of any of the Notes or any other securities of the Company or that affects any person or company who engages in such a trade and no court judgment, order, decree, injunction, decision or ruling will be in effect which prevents the trade or distribution of any of the Notes or other securities of the Company or that affects any person or company who engages in such a trade.

Assumptions and Qualifications. For the purpose of our opinions given below, we have assumed: (a) the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as notarial, certified, conformed, electronic or photostatic copies or as facsimiles thereof; (b) that each Underwriter is duly registered or is exempt from registration under Securities Laws as of the date hereof as a broker, investment dealer or securities dealer and has complied with all laws applicable to it, including any limitations on its activities because of the category in which it is registered or exempt from being registered, as the case may be, in arranging for the purchase of the Notes by the Purchasers; (c) that each Purchaser has received a copy of the Canadian Offering Memorandum; (d) the deemed representations, warranties, acknowledgements and certifications made by the Purchasers under the Canadian Offering Memorandum are true and correct on the date of this letter, including, without limitation: i. for each Purchaser resident in or otherwise subject to the securities laws of the Province of AlbertaPurchaser, (A) is an “accredited investor,” as such term is defined in NI 45-106 or Section 73.3(1) of the Securities Act (Ontario), as applicable, and is not an individual (other than an individual described who is a “permitted client” (as such term is defined in paragraphs (jNational Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106);; and (B) isis either: 1. purchasing the Notes as principal, or 2. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or 3. a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; andor ii. for each Purchaser the Purchaser: (A) is not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor,” as such term is defined in NI 45-106 or, for Purchasers resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), provided that it is a person acting on behalf of a fully managed account managed by that person, and it is either (x) registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, or (y) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction; or; (B) is not an individual, and it ; (C) is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 paid in cash, and the Purchaser ; and (D) was not created or used solely to purchase or hold securities in reliance on the “minimum amount investment” exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the offering. (e) the Company is not in the business of trading in securities or holding itself out as engaging in the business of trading in securities so as to require it to be registered under the registration requirements of Securities Laws; (f) the Offering was made exclusively under the Preliminary Canadian Offering Memorandum and Canadian Offering Memorandum and was not made through an advertisement of the Notes in any printed media of general and regular paid circulation, radio, television or telecommunications; (g) no offering memorandum within the meaning of Securities Laws has been delivered in connection with the offer and sale of the Notes to the Purchasers other than the Preliminary Offering Memorandum and the Canadian Offering Memorandum; and (h) that at all material times, no order of a competent regulatory authority will have been issued to restrict or cease the trade or distribution of any of the Notes or any other securities of the Company or that affects any person or company who engages in such a trade and no court judgment, order, decree, injunction, decision or ruling will be in effect which restricts or prevents the trade or distribution of any of the Notes or other securities of the Company or that affects any person or company who engages in such a trade.

Assumptions and Qualifications. For the purpose of our opinions given below, we have assumed: (a) the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as notarial, certified, conformed, electronic or photostatic copies or as facsimiles thereof; (b) that each Underwriter is duly registered or is exempt from registration under Securities Laws as of the date hereof as a broker, investment dealer or securities dealer and has complied with all laws applicable to it, including any limitations on its activities because of the category in which it is registered or exempt from being registered, as the case may be, in arranging for the purchase of the Notes by the Purchasers; (c) that each Purchaser has received a copy of the Canadian Offering Memorandum; (d) the deemed representations, warranties, acknowledgements and certifications made by the Purchasers under the Canadian Offering Memorandum are true and correct on the date of this letter, including, without limitation: i. for each Purchaser resident in or otherwise subject to the securities laws of the Province of AlbertaPurchaser, (A) is an “accredited investor,” as such term is defined in NI 45-106 or Section 73.3(1) of the Securities Act (Ontario), as applicable, and is not an individual (other than an individual described who is a “permitted client” (as such term is defined in paragraphs (jNational Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106);; and (B) isis either: 1. purchasing the Notes as principal, or 2. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or 3. a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; andor ii. for each Purchaser the Purchaser: (A) is not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor,” as such term is defined in NI 45-106 or, for Purchasers resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), provided that it is a person acting on behalf of a fully managed account managed by that person, and it is either (x) registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, or (y) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction; or; (B) is not an individual, and it ; (C) is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 paid in cash, and the Purchaser ; and (D) was not created or used solely to purchase or hold securities in reliance on the “minimum amount investment” exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the offering. (e) the Company is not in the business of trading in securities or holding itself out as engaging in the business of trading in securities so as to require it to be registered under the registration requirements of Securities Laws; (f) the Offering was made exclusively under the Preliminary Canadian Offering Memorandum and Canadian Offering Memorandum and was not made through an advertisement of the Notes in any printed media of general and regular paid circulation, radio, television or telecommunications; ; (g) no offering memorandum within the meaning of Securities Laws has been delivered in connection with the offer and sale of the Notes to the Purchasers other than the Preliminary Offering Memorandum and the Canadian Offering Memorandum; and (h) that at all material times, no order of a competent regulatory authority will have been issued to cease the trade or distribution of any of the Notes or any other securities of the Company or that affects any person or company who engages in such a trade and no court judgment, order, decree, injunction, decision or ruling will be in effect which prevents the trade or distribution of any of the Notes or other securities of the Company or that affects any person or company who engages in such a trade.