Common use of Bidder Warranties Clause in Contracts

Bidder Warranties. (a) Bidder represents and warrants to Target that each of the warranties set out in clause 7.2(b) is true and correct: (i) as at execution of this agreement; and (ii) in the case of all warranties except for the warranty in clause 7.2 at all times on each day during the Offer Period. (b) Bidder represents and warrants to Target that: (i) it is a corporation validly existing under the laws of its place of incorporation; (ii) it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement; (iii) it has taken all necessary corporate action to authorise the entry into this agreement and has taken or will take all necessary corporate action to authorise the performance of this agreement and to carry out the transactions contemplated by this agreement; (iv) this agreement is valid and binding upon it and the execution and performance of this agreement will not result in a breach or default under Bidder’s constitution or any agreement, deed, writ, order, injunction, rule or regulation to which Bidder is a party or to which it is bound; (v) Bidder is solvent and no resolutions have been passed nor has any other step been taken or legal proceedings commenced or threatened against it for its winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assets; (vi) it will have available to it sufficient cash amounts to enable it to perform its obligations to pay the total cash consideration payable to Target Shareholders under the Bid; and (vii) other than as contemplated by the Agreed Bid Terms, no approvals are required to be obtained by the Bidder under any law, rule or regulation to perform and observe its obligations under this agreement and to consummate the Transaction.

Bidder Warranties. (a) The Bidder represents and warrants to the Target (on its own behalf and separately as trustee for each of the other Target Indemnified Parties) that each of the warranties set out in clause 7.2(b8.3(b) is true true, accurate and correct: (i) not misleading as at execution of this agreement; and (ii) in the case of all warranties except for the warranty in clause 7.2 at all times on each day during the Offer Period.Execution Date.‌ (b) The Bidder represents and warrants to Target that: (i) it is a corporation validly existing under the laws of its place of incorporation; (ii) it is has the corporate power to enter into execute, deliver and to perform its obligations under this agreement Agreement, and to carry out the transactions contemplated by this agreement; (iii) it has taken all necessary corporate action to authorise the entry into this agreement such execution, delivery and has taken or will take all necessary corporate action to authorise the performance of such obligations; (iii) its obligations under this agreement Agreement are legal, valid and to carry out the transactions contemplated by this agreementbinding obligations enforceable in accordance with their terms; (iv) this agreement is valid and binding upon it and the execution and performance delivery by the Bidder of this agreement Agreement does not and will not result in conflict with or constitute a breach or default under Bidder’s constitution any provision of: (A) any agreement or instrument to which it is a party; or (B) its constitution; or (C) any agreement, deedlaw, writ, order, judgment, award, injunction, decree, rule or regulation to which Bidder is a party or to by which it is bound; (v) Bidder it is solvent and no resolutions have been passed nor has any other step been taken or legal proceedings commenced or threatened against it for its winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assetsnot subject to an Insolvency Event; (vi) it will have available as at the Execution Date, there are no discussions, negotiations or agreements in relation to it sufficient cash amounts any proposal involving a change of control transaction relating to enable it to perform its obligations to pay the total cash consideration payable to Target Shareholders under the Bid; andBidder; (vii) other than as contemplated by the Agreed Bid Terms, no approvals are required to be obtained by the Bidder does not require any further approvals to undertake or complete the Takeover Bid; (viii) it will comply during the Offer Period with its obligations under Part 6.9 of the Corporations Act; (ix) to the best of the Bidder’s knowledge, all Bidder Group Members and their officers have complied in all material respects with all Australian and foreign laws and regulations applicable to them (including in relation to anti-bribery and corruption) and orders of Australian and any law, rule or regulation foreign governmental agencies having jurisdiction over them and have all material licenses and permits necessary for it to perform conduct its business as it is presently being conducted; (x) it has a reasonable basis to believe it will have sufficient cash amounts available to it on an unconditional and observe immediately available basis to pay the Consideration for all Target Shares in accordance with its obligations under this agreement Agreement and to consummate the Takeover Bid; and (xi) it will not, whether before, during or after the Transaction, utilise any of the Target’s cash or resources to fund or secure funding for the Offer (or otherwise do anything that is, or may be, in contravention of any applicable law).

Bidder Warranties. (a) Bidder represents and warrants to Target that each of the warranties set out following statements is true, accurate and not misleading, subject to those matters which were fairly disclosed in clause 7.2(b) is true and correctthe Bidder Public Disclosure Documents or otherwise fairly disclosed by Bidder prior to the date of this Agreement: (i) as at execution of this agreement; and (ii) in the case of all warranties except for the warranty in clause 7.2 at all times on each day during the Offer Period. (ba) Bidder represents and warrants to Target that: (i) it each of its Subsidiaries is a corporation validly existing under the laws of its place of incorporation;incorporation ; with the requisite power and authority to own and use its properties and assets, and to carry on its business as currently conducted. No member of the Bidder Group is in violation or default of any of the provisions of its respective certificate or notice of articles, articles or other organizational or charter documents. Each member of the Bidder Group is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Bidder Material Adverse Change and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification (iib) it Bidder has the corporate power to enter into execute, deliver and to perform its obligations under this agreement Agreement, and to carry out the transactions contemplated by this agreement; (iii) it has taken all necessary corporate action to authorise the entry into this agreement such execution, delivery and has taken or will take all necessary corporate action to authorise the performance of this agreement and to carry out the transactions contemplated by this agreementsuch obligations; (ivc) Bidder's obligations under this agreement is Agreement are legal, valid and binding upon it and the execution and performance of this agreement will not result obligations enforceable in a breach or default under Bidder’s constitution or any agreement, deed, writ, order, injunction, rule or regulation to which Bidder is a party or to which it is boundaccordance with their terms; (vd) Bidder is solvent and no resolutions have been passed nor regulatory action of any nature has any other step been taken as at the date of this Agreement which would prevent, inhibit or legal proceedings commenced or threatened against it for otherwise have a material adverse effect on the ability of Bidder to fulfil its winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assetsobligations under this Agreement; (vi) it will have available to it sufficient cash amounts to enable it to perform its obligations to pay the total cash consideration payable to Target Shareholders under the Bid; and (viie) other than as contemplated those approvals referred to in the Bid Conditions, and except to the extent that Bidder may be directed to seek certain approvals by the Agreed Bid Termsany Authority, no approvals are required to be obtained by the Bidder under any law, rule or regulation to perform and observe its obligations under this agreement and to consummate the Transaction; (f) the execution and delivery by Bidder of this Agreement does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; or (ii) its constitution; or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; (g) Bidder is not Insolvent; (h) as at the date of this Agreement: (i) there are 17,744,245 Bidder Shares issued and outstanding prior to the Bidder Share Consolidation; (ii) 11,800,000 Bidder Shares issuable upon the exercise of outstanding share purchase warrants issued by Bidder prior to the Bidder Share Consolidation; and (iii) 1,700,000 Bidder Shares issuable upon the exercise of options granted under the Bidder’s Stock Option Plan prior to the Bidder Share Consolidation. (i) Except as set forth above, there are no other shares or other securities (including equity securities, debt securities or convertible securities) or options or performance rights or other instruments which are convertible into securities in Bidder nor has it offered or agreed to issue any such shares, securities, options or performance rights or other instruments to any party; (j) the corporate records and minute books of Target Group contain complete and accurate copies of their respective constating documents, minutes of all meetings and resolutions of their respective directors or managers (including committees thereof) and of the their respective shareholders or members, and registers in all material respects; (k) The financial books and records of the Target Group fairly and accurately set out in disclose in all material respects the financial position of the Target Group as of the date hereof, and all material financial transactions of the Targe Group have been accurately recorded in such books and records; (l) Bidder is a reporting issuer in good standing in the provinces of British Columbia, Alberta and Ontario, and is not in default of any applicable securities, taxation and corporate legislation, regulations, orders, notices or policies in force therein; (m) The Bidder Shares are listed on the CSE; (n) Bidder has timely filed with the relevant authorities all documents required to have been filed by it under the securities laws applicable to it. As of their respective dates, each of the Bidder Public Filings complied in all material respects with the requirements of the applicable securities laws pertaining to such filings, and none of the Bidder Public Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. There have been no confidential material change reports filed by the Bidder with any securities regulatory authority having jurisdiction; (o) The Bidder Financial Statements (i) are, in all material respects, a true and fair reflection of Bidder's financial position and of Bidder's performance during the relevant periods; (ii) comply with International Financial Reporting Standards (IFRS); (p) Bidder has terminated all negotiations and discussions (other than with Target and its Representatives) that relate to any competing proposal in respect of Bidder as at the date of this Agreement, and there are no discussions, negotiations or agreements in relation to any Competing Proposal in respect of Bidder other than to the extent permitted under this Agreement; (q) Bidder is not involved in any litigation, arbitration, legal, administrative or governmental proceedings or other dispute and there are no facts or circumstances known to Bidder (after making reasonable inquiries) likely to give rise to any such proceedings or dispute; (r) so far as Bidder is aware, there has been no material breach by Bidder of any laws applicable to it, any orders of any Authority having jurisdiction over it; (s) all information Bidder or its Representatives have provided to Target or its Representatives (whether as part of the Bidder Disclosure Materials or otherwise) is, to the knowledge of Bidder (after making reasonable enquiries), true and correct in all material respects and is not misleading or deceptive in any material respect (whether by omission or otherwise); (t) as at the date of this Agreement, Bidder is not aware, after having made due enquiry, of any matter which is likely to result in the occurrence of a Bidder Prescribed Occurrence, a Bidder Material Adverse Change or a Bidder Material Transaction between the date of this Agreement and the first to occur of the date on which the Offer Period ends and the date when this Agreement is terminated (both inclusive); (u) as at the date of this Agreement, Bidder is not aware of any act, omission, event or fact that would result in any of the Bid Conditions being breached or not satisfied; (v) no person has any right (whether subject to conditions or not) to, as a result or otherwise in connection with Bidder acquiring Target Shares or making or completing the Offer: (i) terminate or vary any material agreement or deed with Bidder; or (ii) accelerate or adversely modify the performance of any obligations of the Bidder in a material respect under any material deed, arrangement or understanding; (w) Bidder is not in default in any material respect under any document, agreement or instrument binding on it nor, so far as the Bidder is aware, having made due enquiry, has anything occurred which is or would with the giving of notice or lapse of time constitute an event of default, prepayment event or similar event, or give another party thereto a termination right or right to accelerate any right or obligation, under any such document or agreement with such an effect; (x) there is no Encumbrance (of whatsoever nature) over any assets of the Bidder Group; and (y) the capital structure of the Bidder at the conclusion of the Takeover Bid and the CBDS Acquisition will be approximately as follows, assuming the exercise of the Bidder share purchase warrants referred to in Section 8.2(h)(ii), and excluding Bidder Shares issued under the Capital Raising and any adjustments made in respect of fractional amounts resulting from the Bidder Share Consolidation, the CBDS Acquisition or Takeover Bid: Bid Implementation Agreement Page 37 Existing Bidder Shares 6,750,860 Issued under CBDS Acquisition 32,145,069 Shares issued to Target Shareholders 31,778,500

Bidder Warranties. (a) Bidder represents and warrants to Target that each of the warranties set out in clause 7.2(b) is true and correct: (i) as at execution of this agreement; and (ii) in the case of all warranties except for the warranty in clause 7.2 7.2(b)(vi) at all times on each day during the Offer Period. (b) Bidder represents and warrants to Target that: (i) it is a corporation validly existing under the laws of its place of incorporation; (ii) it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement; (iii) it has taken all necessary corporate action to authorise the entry into this agreement and has taken or will take all necessary corporate action to authorise the performance of this agreement and to carry out the transactions contemplated by this agreement; (iv) this agreement is valid and binding upon it and the execution and performance of this agreement will not result in a breach or default under Bidder’s constitution or any agreement, deed, writ, order, injunction, rule or regulation to which Bidder is a party or to which it is bound; (v) Bidder is solvent and no resolutions have been passed nor has any other step been taken or legal proceedings commenced or threatened against it for its winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assets; (vi) as at execution of this agreement, it is not aware of any act, omission, event, fact or circumstance that would result in or is reasonably likely to result in: (A) any of the Conditions being breached or not satisfied, or becoming incapable of satisfaction; or (B) the Transaction not being implemented in accordance with the Timetable and the terms of this agreement; (vii) it will have available to it sufficient cash amounts to enable it to perform its obligations to pay the total cash consideration payable to Target Shareholders under the Bid; and (viiviii) other than as contemplated by the Agreed Bid Terms, no approvals are required to be obtained by the Bidder under any law, rule or regulation to perform and observe its obligations under this agreement and to consummate the Transaction.