Common use of Concerning The Purchaser Clause in Contracts

Concerning The Purchaser. In order to induce the Vendors to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents and warrants to the Vendors that: (a) the Purchaser was and remains duly incorporated under the laws of the State of Nevada and is in good standing with respect to the filing of annual reports with the Nevada Secretary of State; (b) The Purchaser is authorized to issue an unlimited number of common shares without par value, of which 5,000,000 common shares are issued and outstanding prior to completion of the private placement financing and the issue of the Purchaser Shares; (c) there are no commitments, plans or arrangements of any kind whatsoever to issue shares of the Purchaser, nor are there any outstanding Securities of any kind whatsoever calling for the issuance of any of the unissued shares of The Purchaser save and except as follows: (i) the shares of the Purchaser to be issued pursuant to this Agreement; and (ii) a proposed private placement of 500,000 shares of the Purchaser to be issued at a price of US$0.25 per share; (d) upon their issuance, the Purchaser Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Purchaser registered as directed by the Vendors, free and clear of all trade restrictions (except as provided for herein) and, except as may be created by the Vendors, liens, charges or encumbrances of any kind whatsoever; (e) the Purchaser has the corporate power to carry on the business carried on by it and to meet its obligations under this Agreement; (f) the books and records of Purchaser disclose all material financial transactions of The Purchaser since the Effective Date, and such transactions have been fairly and accurately recorded; (g) there are no material liabilities of the Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except those incurred in the ordinary course of business of the Purchaser since the Effective Date and such liabilities are recorded in the books and records of the Purchaser; (h) since the Effective Date, there has not been any material adverse change to the financial position or condition of the Purchaser or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business, assets or listing of the Purchaser or the right or capacity of The Purchaser to carry on its business; (i) the contracts and agreements included on Schedule "E" to this Agreement: (i) constitute all of the material contracts and agreements of the Purchaser; (ii) except as is noted on Schedule "E" to this Agreement, are in good standing in all respects and not in default in any respect; (iii) except as is noted on Schedule "E" to this Agreement, can be terminated by the Purchaser on not more than one month's notice; (j) all tax returns and reports of the Purchaser required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever have been paid or accrued in the Purchaser Financial Statements; (k) the Purchaser has made all collections, deductions, remittances and payments of any kind whatsoever and filed all reports and returns required by it to be made or filed under the provisions of all applicable statutes requiring the making of collections, deductions, remittances or payments of any kind whatsoever in those jurisdictions in which it carries on business; (l) the Purchaser has good and sufficient right and authority to enter into this Agreement and to carry out its obligations under this Agreement on the terms and conditions set forth herein and this Agreement is a binding agreement on the Purchaser enforceable against it in accordance with its terms and conditions; (m) to the extent that they might prevent the Purchaser from meeting its obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting The Purchaser, at law or in equity or before or by any Federal, Provincial, State, Municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of its knowledge, any pending or threatened; (n) to the best of its knowledge, the Purchaser is not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever; (o) the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not: (i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the Articles of Incorporation and Bylaws of the Purchaser, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Purchaser is a party or by which it is bound, or any judgment or order of any kind whatsoever of any Court or administrative body of any kind whatsoever by which the Purchaser is bound; or (ii) to the best of its knowledge, result in the violation of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Purchaser; and (p) the Purchaser has not incurred any liability for brokers or finders fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this Agreement.

Concerning The Purchaser. In order to induce the Vendors to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents and warrants to the Vendors that: (a) the Purchaser was and remains duly incorporated under the laws of the State of Nevada and is in good standing with respect to the filing of annual reports with the Nevada Secretary of State; (b) The Purchaser is authorized to issue an unlimited number of common shares without par value, of which 5,000,000 common shares are issued and outstanding prior to completion of the private placement financing and the issue of the Purchaser Shares; (c) there are no commitments, plans or arrangements of any kind whatsoever to issue shares of the Purchaser, nor are there any outstanding Securities of any kind whatsoever calling for the issuance of any of the unissued shares of The Purchaser save and except as follows: (i) the shares of the Purchaser to be issued pursuant to this Agreement; and (ii) a proposed private placement of 500,000 shares of the Purchaser to be issued at a price of US$0.25 per share; (d) upon their issuance, the Purchaser Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Purchaser registered as directed by the Vendors, free and clear of all trade restrictions (except as provided for herein) and, except as may be created by the Vendors, liens, charges or encumbrances of any kind whatsoever; (e) the The Purchaser has the corporate power to carry on the business carried on by it and to meet its obligations under this Agreement; (f) the books and records of Purchaser disclose all material financial transactions of The Purchaser since the Effective Date, and such transactions have been fairly and accurately recorded; (g) there are no material liabilities of the Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except those incurred in the ordinary course of business of the Purchaser since the Effective Date and such liabilities are recorded in the books and records of the Purchaser; (h) since the Effective Date, there has not been any material adverse change to the financial position or condition of the Purchaser or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business, assets or listing of the Purchaser or the right or capacity of The Purchaser to carry on its business; (i) the contracts and agreements included on Schedule "E" to this Agreement: (i) constitute all of the material contracts and agreements of the Purchaser; (ii) except as is noted on Schedule "E" to this Agreement, are in good standing in all respects and not in default in any respect; (iii) except as is noted on Schedule "E" to this Agreement, can be terminated by the Purchaser on not more than one month's notice; (j) all tax returns and reports of the Purchaser required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever have been paid or accrued in the Purchaser Financial Statements; (k) the Purchaser has made all collections, deductions, remittances and payments of any kind whatsoever and filed all reports and returns required by it to be made or filed under the provisions of all applicable statutes requiring the making of collections, deductions, remittances or payments of any kind whatsoever in those jurisdictions in which it carries on business; (l) the Purchaser has good and sufficient right and authority to enter into this Agreement and to carry out its obligations under this Agreement on the terms and conditions set forth herein and this Agreement is a binding agreement on the Purchaser enforceable against it in accordance with its terms and conditions; (m) to the extent that they might prevent the Purchaser from meeting its obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting The Purchaser, at law or in equity or before or by any Federal, Provincial, State, Municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of its knowledge, any pending or threatened; (n) to the best of its knowledge, the Purchaser is not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever; (o) the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not: (i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the Articles of Incorporation and Bylaws of the Purchaser, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Purchaser is a party or by which it is bound, or any judgment or order of any kind whatsoever of any Court or administrative body of any kind whatsoever by which the Purchaser is bound; or (ii) to the best of its knowledge, result in the violation of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Purchaser; and (p) the Purchaser has not incurred any liability for brokers or finders fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this Agreement.

Concerning The Purchaser. In order to induce the Vendors to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents and warrants to the Vendors that: (a) the Purchaser was and remains duly incorporated under the laws of the State of Nevada and is in good standing with respect to the filing of annual reports with the Nevada Secretary of State; (b) The Purchaser is authorized to issue an unlimited number of common shares without par value, of which 5,000,000 11,500,000 common shares are issued and outstanding prior to completion of the a private placement financing and the issue of the Purchaser Shares; (c) there are no commitments, plans or arrangements of any kind whatsoever to issue shares of the Purchaser, nor are there any outstanding Securities of any kind whatsoever calling for the issuance of any of the unissued shares of The the Purchaser save and except as follows: (i) the shares of the Purchaser to be issued pursuant to this Agreement; and (ii) a proposed private placement of 500,000 2,500,000 shares of the Purchaser to be issued at a price of US$0.25 0.05 per share; (d) upon their issuance, the Purchaser Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Purchaser registered as directed by the Vendors, free and clear of all trade restrictions (except as provided for herein) and, except as may be created by the Vendors, liens, charges or encumbrances of any kind whatsoever; (e) the Purchaser has the corporate power to carry on the business carried on by it and to meet its obligations under this Agreement; (f) the books and records of Purchaser disclose all material financial transactions of The Purchaser since the Effective Date, and such transactions have been fairly and accurately recorded; (g) there are no material liabilities of the Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except those incurred in the ordinary course of business of the Purchaser since the Effective Date and such liabilities are recorded in the books and records of the Purchaser; (h) since the Effective Date, there has not been any material adverse change to the financial position or condition of the Purchaser or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business, assets or listing of the Purchaser or the right or capacity of The Purchaser to carry on its business; (i) the contracts and agreements included on Schedule "E" to this Agreement: (i) constitute all of the material contracts and agreements of the Purchaser; (ii) except as is noted on Schedule "E" to this Agreement, are in good standing in all respects and not in default in any respect; (iii) except as is noted on Schedule "E" to this Agreement, can be terminated by the Purchaser on not more than one month's notice; (j) all tax returns and reports of the Purchaser required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever have been paid or accrued in the Purchaser Financial Statements; (k) the Purchaser has made all collections, deductions, remittances and payments of any kind whatsoever and filed all reports and returns required by it to be made or filed under the provisions of all applicable statutes requiring the making of collections, deductions, remittances or payments of any kind whatsoever in those jurisdictions in which it carries on business; (l) the Purchaser has good and sufficient right and authority to enter into this Agreement and to carry out its obligations under this Agreement on the terms and conditions set forth herein and this Agreement is a binding agreement on the Purchaser enforceable against it in accordance with its terms and conditions; (m) to the extent that they might prevent the Purchaser from meeting its obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting The Purchaser, at law or in equity or before or by any Federal, Provincial, State, Municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of its knowledge, any pending or threatened; (n) to the best of its knowledge, the Purchaser is not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever; (o) the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not: (i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the Articles of Incorporation and Bylaws of the Purchaser, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Purchaser is a party or by which it is bound, or any judgment or order of any kind whatsoever of any Court or administrative body of any kind whatsoever by which the Purchaser is bound; or (ii) to the best of its knowledge, result in the violation of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Purchaser; and (p) the Purchaser has not incurred any liability for brokers or finders fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this Agreement.

Concerning The Purchaser. In order to induce the Vendors to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents and warrants to the Vendors that: (a) the Purchaser was and remains duly incorporated under the laws of the State of Nevada and is in good standing with respect to the filing of annual reports with the Nevada Secretary of State; (b) The Purchaser is authorized to issue an unlimited number of common shares without par value, of which 5,000,000 10,500,000 common shares are issued and outstanding prior to completion of the a private placement financing and the issue of the Purchaser Shares; (c) there are no commitments, plans or arrangements of any kind whatsoever to issue shares of the Purchaser, nor are there any outstanding Securities of any kind whatsoever calling for the issuance of any of the unissued shares of The the Purchaser save and except as follows: (i) the shares of the Purchaser to be issued pursuant to this Agreement; and (ii) a proposed private placement of 500,000 2,500,000 shares of the Purchaser to be issued at a price of US$0.25 0.05 per share; (d) upon their issuance, the Purchaser Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Purchaser registered as directed by the Vendors, free and clear of all trade restrictions (except as provided for herein) and, except as may be created by the Vendors, liens, charges or encumbrances of any kind whatsoever; (e) the Purchaser has the corporate power to carry on the business carried on by it and to meet its obligations under this Agreement; (f) the books and records of Purchaser disclose all material financial transactions of The Purchaser since the Effective Date, and such transactions have been fairly and accurately recorded; (g) there are no material liabilities of the Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except those incurred in the ordinary course of business of the Purchaser since the Effective Date and such liabilities are recorded in the books and records of the Purchaser; (h) since the Effective Date, there has not been any material adverse change to the financial position or condition of the Purchaser or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business, assets or listing of the Purchaser or the right or capacity of The Purchaser to carry on its business; (i) the contracts and agreements included on Schedule "E" to this Agreement: (i) constitute all of the material contracts and agreements of the Purchaser; (ii) except as is noted on Schedule "E" to this Agreement, are in good standing in all respects and not in default in any respect; (iii) except as is noted on Schedule "E" to this Agreement, can be terminated by the Purchaser on not more than one month's notice; (j) all tax returns and reports of the Purchaser required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever have been paid or accrued in the Purchaser Financial Statements; (k) the Purchaser has made all collections, deductions, remittances and payments of any kind whatsoever and filed all reports and returns required by it to be made or filed under the provisions of all applicable statutes requiring the making of collections, deductions, remittances or payments of any kind whatsoever in those jurisdictions in which it carries on business; (l) the Purchaser has good and sufficient right and authority to enter into this Agreement and to carry out its obligations under this Agreement on the terms and conditions set forth herein and this Agreement is a binding agreement on the Purchaser enforceable against it in accordance with its terms and conditions; (m) to the extent that they might prevent the Purchaser from meeting its obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting The Purchaser, at law or in equity or before or by any Federal, Provincial, State, Municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of its knowledge, any pending or threatened; (n) to the best of its knowledge, the Purchaser is not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever; (o) the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not: (i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the Articles of Incorporation and Bylaws of the Purchaser, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Purchaser is a party or by which it is bound, or any judgment or order of any kind whatsoever of any Court or administrative body of any kind whatsoever by which the Purchaser is bound; or (ii) to the best of its knowledge, result in the violation of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Purchaser; and (p) the Purchaser has not incurred any liability for brokers or finders fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this Agreement.

Concerning The Purchaser. In order The Purchaser may notify at any time the Obligors of Purchased Receivables, or any of them, of the ownership of Purchased Receivables by the Purchaser. At any time: The Purchaser may notify the Obligors of the Purchased Receivables, or any of them, that payment of all amounts payable under any such Purchased Receivable is to induce the Vendors be made directly to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents or its designee. The Seller shall, at the Purchaser's request and warrants at the Seller's expense, give notice of the Purchaser's ownership of Purchased Receivables to each Obligor and notify such Obligors that payments under any such Purchased Receivables be made directly to the Vendors that: Purchaser or its designee. The Seller shall, at the Purchaser's request, (aA) assemble all Records relating to Purchased Receivables, and shall make the same available to the Purchaser was at the Seller's chief executive office, and remains (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Purchased Receivables in a manner acceptable to the Purchaser and shall, promptly upon receipt, remit all such cash, checks and investments, duly incorporated under endorsed or with duly executed instruments of transfer, to the laws Purchaser or its designee. The Purchaser may take any and all steps in the Seller's name or on behalf of the State of Nevada and is Seller necessary or desirable, in good standing with respect to the filing of annual reports with the Nevada Secretary of State; (b) The Purchaser is authorized to issue an unlimited number of common shares without par value, of which 5,000,000 common shares are issued and outstanding prior to completion of the private placement financing and the issue of the Purchaser Shares; (c) there are no commitments, plans or arrangements of any kind whatsoever to issue shares determination of the Purchaser, to collect all amounts due under any and all Purchased Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections of Purchased Receivables, enforcing such Purchased Receivables and adjusting, settling or compromising the account or payment thereof, in the same manner and to the same extent as the Seller might have done, its being contemplated that the foregoing will only be necessary if ACH Debits are not honored. The Purchaser shall not have any obligation or liability with respect to any Receivables or related contracts, nor are there any outstanding Securities of any kind whatsoever calling for shall the issuance of Purchaser be obligated to perform any of the unissued shares of The Purchaser save and except as follows: (i) the shares obligations of the Purchaser to be issued pursuant to this Agreement; and (ii) a proposed private placement of 500,000 shares of the Purchaser to be issued at a price of US$0.25 per share; (d) upon their issuance, the Purchaser Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Purchaser registered as directed by the Vendors, free and clear of all trade restrictions (except as provided for herein) and, except as may be created by the Vendors, liens, charges or encumbrances of any kind whatsoever; (e) the Purchaser has the corporate power to carry on the business carried on by it and to meet its obligations under this Agreement; (f) the books and records of Purchaser disclose all material financial transactions of The Purchaser since the Effective Date, and such transactions have been fairly and accurately recorded; (g) there are no material liabilities of the Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except those incurred in the ordinary course of business of the Purchaser since the Effective Date and such liabilities are recorded in the books and records of the Purchaser; (h) since the Effective Date, there has not been any material adverse change to the financial position or condition of the Purchaser or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business, assets or listing of the Purchaser or the right or capacity of The Purchaser to carry on its business; (i) the contracts and agreements included on Schedule "E" to this Agreement: (i) constitute all of the material contracts and agreements of the Purchaser; (ii) except as is noted on Schedule "E" to this Agreement, are in good standing in all respects and not in default in any respect; (iii) except as is noted on Schedule "E" to this Agreement, can be terminated by the Purchaser on not more than one month's notice; (j) all tax returns and reports of the Purchaser required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever have been paid or accrued in the Purchaser Financial Statements; (k) the Purchaser has made all collections, deductions, remittances and payments of any kind whatsoever and filed all reports and returns required by it to be made or filed under the provisions of all applicable statutes requiring the making of collections, deductions, remittances or payments of any kind whatsoever in those jurisdictions in which it carries on business; (l) the Purchaser has good and sufficient right and authority to enter into this Agreement and to carry out its obligations under this Agreement on the terms and conditions set forth herein and this Agreement is a binding agreement on the Purchaser enforceable against it in accordance with its terms and conditions; (m) to the extent that they might prevent the Purchaser from meeting its obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting The Purchaser, at law or in equity or before or by any Federal, Provincial, State, Municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of its knowledge, any pending or threatened; (n) to the best of its knowledge, the Purchaser is not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever; (o) the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not: (i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the Articles of Incorporation and Bylaws of the Purchaser, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Purchaser is a party or by which it is bound, or any judgment or order of any kind whatsoever of any Court or administrative body of any kind whatsoever by which the Purchaser is bound; or (ii) to the best of its knowledge, result in the violation of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Purchaser; and (p) the Purchaser has not incurred any liability for brokers or finders fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this AgreementSeller thereunder.

Concerning The Purchaser. In order to induce the Vendors to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents and warrants to the Vendors that: (a) the Purchaser was and remains duly incorporated under the laws of the State of Nevada and is in good standing with respect to the filing of annual reports with the Nevada Secretary of State; (b) The Purchaser is authorized to issue an unlimited number of common shares without par value, of which 5,000,000 common shares are issued and outstanding prior to completion of the private placement financing and the issue of the Purchaser Shares; (c) there are no commitments, plans or arrangements of any kind whatsoever to issue shares of the Purchaser, nor are there any outstanding Securities of any kind whatsoever calling for the issuance of any of the unissued shares of The Purchaser save and except as follows: (i) the shares of the Purchaser to be issued pursuant to this Agreement; and (ii) a proposed private placement of 500,000 shares of the Purchaser to be issued at a price of US$0.25 per share; (d) upon their issuance, the Purchaser Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Purchaser registered as directed by the Vendors, free and clear of all trade restrictions (except as provided for herein) and, except as may be created by the Vendors, liens, charges or encumbrances of any kind whatsoever; (e) the The Purchaser has the corporate power to carry on the business carried on by it and to meet its obligations under this Agreement; (f) the books and records of Purchaser disclose all material financial transactions of The the Purchaser since the Effective Date, and such transactions have been fairly and accurately recorded; (g) there are no material liabilities of the Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except those incurred in the ordinary course of business of the Purchaser since the Effective Date and such liabilities are recorded in the books and records of the Purchaser; (h) since the Effective Date, there has not been any material adverse change to the financial position or condition of the Purchaser or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business, assets or listing of the Purchaser or the right or capacity of The Purchaser to carry on its business; (i) the contracts and agreements included on Schedule "E" to this Agreement: (i) constitute all of the material contracts and agreements of the Purchaser; (ii) except as is noted on Schedule "E" to this Agreement, are in good standing in all respects and not in default in any respect; (iii) except as is noted on Schedule "E" to this Agreement, can be terminated by the Purchaser on not more than one month's notice; (j) all tax returns and reports of the Purchaser required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever have been paid or accrued in the Purchaser Financial Statements; (k) the Purchaser has made all collections, deductions, remittances and payments of any kind whatsoever and filed all reports and returns required by it to be made or filed under the provisions of all applicable statutes requiring the making of collections, deductions, remittances or payments of any kind whatsoever in those jurisdictions in which it carries on business; (l) the Purchaser has good and sufficient right and authority to enter into this Agreement and to carry out its obligations under this Agreement on the terms and conditions set forth herein and this Agreement is a binding agreement on the Purchaser enforceable against it in accordance with its terms and conditions; (m) to the extent that they might prevent the Purchaser from meeting its obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting The Purchaser, at law or in equity or before or by any Federal, Provincial, State, Municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of its knowledge, any pending or threatened; (n) to the best of its knowledge, the Purchaser is not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever; (o) the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not: (i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the Articles of Incorporation and Bylaws of the Purchaser, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Purchaser is a party or by which it is bound, or any judgment or order of any kind whatsoever of any Court or administrative body of any kind whatsoever by which the Purchaser is bound; or (ii) to the best of its knowledge, result in the violation of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Purchaser; and (p) the Purchaser has not incurred any liability for brokers or finders fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this Agreement.