Common use of Evidence, Experts and Advisers Clause in Contracts

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 73 contracts

Samples: Warrant Indenture (Encore Energy Corp.), Warrant Indenture, Warrant Indenture

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Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4d) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5e) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 23 contracts

Samples: Warrant Indenture (First Person Ltd.), Warrant Indenture (Columbia Care Inc.), Warrant Indenture (Columbia Care Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation Law or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation Law and that the Warrant Agent complies with Applicable Legislation Law and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation Law that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 11 contracts

Samples: Warrant Indenture, Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate. (e) The Warrant Subscription Receipt Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 7 contracts

Samples: Subscription Receipt Agreement (Cae Inc), Subscription Receipt Agreement (Cae Inc), Subscription Receipt Agreement

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In The Warrant Agent shall be protected in acting and relying upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to it, not only as to its due execution and the exercise validity and effectiveness of its rights and duties hereunderprovisions, the Warrant Agent may, if it is acting in good faith, rely but also as to the truth of the statements and the accuracy acceptability of the opinions expressed any information therein contained which it in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished good faith believes to the Warrant Agent pursuant be genuine and what it purports to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturebe. (3) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereonmay consider adequate. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers advisors who have been appointed and supervised with due care by the Warrant Agent. (5) . The fees of such Counsel and other experts shall be part of the Warrant Agent’s fees hereunder. The Warrant Agent may act and rely and shall be fully protected in acting or not acting and relying relying, in good faith on the faith, in accordance with any opinion or advice instruction of or information obtained from any such Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or . Any remuneration so paid by the Warrant Agent, Agent shall be repaid to the Warrant Agent in relation to any matter arising in the administration of the agency hereofaccordance with Section 7.2.

Appears in 6 contracts

Samples: Warrant Indenture, Warrant Indenture (Titan Medical Inc), Warrant Indenture (Titan Medical Inc)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided for in this Indenture or under Applicable Legislation requires that the Corporation shall Company deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (6) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may shall pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with Section 4.2. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (9) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 5 contracts

Samples: Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture (Planet 13 Holdings Inc.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation and the Investor shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the CorporationCorporation and the Investor. (2b) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCorporation and the Investor, certificates of the Corporation and the Investor or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indentureor a provision hereto. (3c) Whenever it is provided in this Indenture Agreement or under Applicable Legislation that the Corporation and the Investor shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, truth and accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation and the Investor to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4d) The Warrant Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its right and duties hereunder and may pay reasonable remuneration for all services and disbursements for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any of them. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees of such Counsel, accountants, appraisers, or other experts or advisers who have been appointed with due care by the Warrant Agentadvisors. (5e) The Warrant Subscription Receipt Agent may act and rely and shall be protected in acting or not acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Subscription Receipt Agent, in relation to any matter arising in the administration of the agency duties and obligations hereof. (f) Whenever Applicable Legislation requires that evidence referred to in Subsection 7.4(a) be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a certificate of the Corporation or the Investor required by any provision hereof. Any such statutory declaration may be made by one or more of the Chief Executive Officer or Chief Financial Officer or Corporate Secretary of the Corporation or the Investor, as the case may be, or by any other officer(s) or director(s) of the Corporation or the Investor, as the case may be, to whom such authority is delegated by the directors of the Corporation or the Investor, as the case may be, from time to time. In addition, the Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, direction, instruction, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (g) Proof of the execution of any document or an instrument in writing may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and may include a certificate of incumbency of such party together with a certified resolution authorizing the Person who signs such instrument to sign such instrument.

Appears in 5 contracts

Samples: Master Purchase Agreement (1397468 B.C. Ltd.), Master Purchase Agreement (1397468 B.C. Ltd.), Master Purchase Agreement (1397468 B.C. Ltd.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 5 contracts

Samples: Warrant Indenture, Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the . The Warrant Agent complies with Applicable Legislation and that shall be under no responsibility in respect of the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this IndentureIndenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept the statutory declaration in lieu of a certificate of the Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by the Warrant Agent in good faith without further inquiry. (5) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (6) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (7) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 5.4. (5) 8) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (9) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (10) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 5 contracts

Samples: Warrant Indenture (Aurora Cannabis Inc), Warrant Indenture (Aurora Cannabis Inc), Warrant Indenture (Aurora Cannabis Inc)

Evidence, Experts and Advisers. (1a) If, in the administration of the duties of this Indenture, the Warrant Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Warrant Agent may accept, act, and rely upon, and shall be protected in accepting, acting, and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Warrant Agent may in its discretion require further evidence or information before acting or relying on any such certificate. In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. Whenever Applicable Legislation requires that evidence referred to in this Section 9.3(a) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chair of the Board and Chief Executive Officer, President or Chief Financial Officer of the Corporation or by any other officer or director of the Corporation to whom such authority is delegated by the directors from time to time. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. The Warrant Agent is not bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation's covenants hereunder. (3c) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4d) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraiser, engineer, agent, or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. The Warrant Agent shall not incur any liability for the acts or omissions of such Counsel, accountants, appraisers, engineers, agents, or other experts or advisers employed by the Warrant Agent in good faith. (e) The Warrant Agent may, at the Corporation’s expense, employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require requires for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care of them. Any reasonable remuneration so paid by the Warrant AgentAgent shall be repaid to the Warrant Agent in accordance with Section 5.3. (5f) The Proof of the execution of any document or instrument in writing, including a Registered Warrantholders’ Request, by a Registered Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Warrant Agent may act considers adequate and rely and in respect of a corporate Registered Warrantholder, shall be protected in acting and relying in good faith on include a certificate of incumbency of such Registered Warrantholder together with a certified resolution authorizing the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation person who signs such instrument to any matter arising in the administration of the agency hereofsign such instrument.

Appears in 5 contracts

Samples: Warrant Indenture (mCloud Technologies Corp.), Warrant Indenture (mCloud Technologies Corp.), Warrant Indenture (mCloud Technologies Corp.)

Evidence, Experts and Advisers. (1) 11.5.1 In addition to the reports, certificates, opinions opinions, statutory declarations and other evidence required by this Indenture, the Corporation Issuer shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision provisions hereof, and in such form, as may be prescribed by Applicable Indenture Legislation or as the Warrant Agent Trustee may reasonably require by written notice to the CorporationIssuer. (2) 11.5.2 In the exercise of its rights rights, duties and duties hereunderobligations, the Warrant Agent may, if it is acting in good faith, Trustee may act and rely as to on the truth of the statements and the accuracy of the opinions expressed in therein and upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished referred to the Warrant Agent pursuant to a request of the Warrant Agentin section 11.5.1, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same and determines that such evidence complies with the applicable requirements of this IndentureIndenture and of Indenture Legislation. The Trustee shall be entitled to act and rely on the genuineness and authenticity of any such writing submitted to it. It shall not be necessary for the Trustee to ascertain whether or not the persons who have executed, signed or otherwise issued the documents have authority to do so or that they are the same persons named therein. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) 11.5.3 The Warrant Agent Trustee may employ or retain such Counsel, auditors, accountants, appraisers or other experts or advisers advisers, whose qualifications give authority to any opinion or report made by them, as it may reasonably require for the purpose of determining or discharging its duties hereunder and hereunder, may pay their reasonable remuneration for all services so performed by any of them, fees and disbursements without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care of them. Any remuneration so paid by the Warrant AgentTrustee shall be repaid in accordance with section 5.4. (5) 11.5.4 The Warrant Agent Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountantauditors, appraiseraccountants, engineer appraisers or other expert or adviseradvisers, whether retained or employed by the Corporation Trustee in accordance with section 11.5.3 or by the Warrant AgentIssuer, in relation to any matter manner arising in the administration performance of its duties under the agency hereofTrust Indenture. 11.5.5 Proof of execution of any document or instrument in writing, including a Holders’ Request, may be satisfied by a certificate of a notary public or other officer with similar powers certifying that the person signing such instrument acknowledged to him the execution thereof or by an affidavit of a witness to such execution or any other manner the Trustee considers adequate.

Appears in 4 contracts

Samples: Trust Indenture (TransCanada Trust), Trust Indenture (TransCanada Trust), Trust Indenture (Transcanada Pipelines LTD)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that Legislation, the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 4 contracts

Samples: Warrant Indenture (Logiq, Inc.), Warrant Indenture, Warrant Indenture (Alexco Resource Corp)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) The Warrant Agent shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (d) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4e) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5f) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture (IM Cannabis Corp.), Warrant Indenture (IM Cannabis Corp.), Warrant Indenture (IM Cannabis Corp.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided for in this Indenture or under Applicable Legislation requires that the Corporation shall Company deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (6) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may shall pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 4.2. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (9) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 3 contracts

Samples: Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation any legislation applicable to this Indenture or as the Warrant Agent Trustee may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Trustee pursuant to a request of the Warrant AgentTrustee or otherwise pursuant hereto, provided that such evidence complies with Applicable Legislation all legislation applicable to this Indenture and that the Warrant Agent Trustee complies with Applicable Legislation such legislation and that the Warrant Agent Trustee examines the same such evidence and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation any legislation applicable to this Indenture that the Corporation shall deposit with the Warrant Agent Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent Trustee take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary public or other officer with similar powers, that the person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. (e) The Warrant Agent Trustee may employ or retain at the Corporation’s expense such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant AgentTrustee. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture (Oilsands Quest Inc), Warrant Indenture (Oilsands Quest Inc), Warrant Indenture (Oilsands Quest Inc)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation any legislation applicable to this Indenture or as the Warrant Agent Trustee may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Trustee pursuant to a request of the Warrant AgentTrustee, provided that such evidence complies with Applicable Legislation all legislation applicable to this Indenture and that the Warrant Agent Trustee complies with Applicable Legislation such legislation and that the Warrant Agent Trustee examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation any legislation applicable to this Indenture that the Corporation shall deposit with the Warrant Agent Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent Trustee take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary public or other officer with similar powers, that the person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. (e) The Warrant Agent Trustee may employ or retain at the Corporation’s expense such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant AgentTrustee. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture (Transatlantic Petroleum Corp.), Warrant Indenture (Transatlantic Petroleum Corp.), Warrant Indenture (Transatlantic Petroleum Corp.)

Evidence, Experts and Advisers. (1) If, in the administration of the trusts of this Indenture, the Warrant Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Warrant Agent may accept, act, and rely upon, and shall be protected in accepting, acting , and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Warrant Agent may in its discretion require further evidence or information before acting or relying on any such certificate. In addition to the reports, certificates, opinions opinions, and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. Whenever Applicable Legislation requires that evidence referred to in this Section be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chair of the Board and Chief Executive Officer, President or Chief Financial Officer of the Corporation or by any other officer or director of the Corporation to whom such authority is delegated by the directors from time to time. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely act and rely, and shall be protected in so acting and relying, as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. The Warrant Agent is not bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation's covenants hereunder. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall reimburse the Warrant Agent for all disbursements, costs and expenses made or incurred by the Warrant Agent in the discharge of its duties and in the management of the agency hereunder. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. The Warrant Agent shall not incur any liability for the acts or omissions of such Counsel, accountant, appraiser, engineer or other expert or adviser retained or employed by the Warrant Agent in good faith.

Appears in 3 contracts

Samples: Warrant Indenture (Algernon Pharmaceuticals Inc.), Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture (Vizsla Silver Corp.), Warrant Indenture (Vizsla Silver Corp.), Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) . In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) . Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) . The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) . The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture, Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the . The Warrant Agent complies with Applicable Legislation and that shall be under no responsibility in respect of the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this IndentureIndenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant Certificate or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 8.3(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that may accept the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by the Warrant Agent take the action to be based thereonin good faith without further inquiry. (4) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document received in facsimile or e-mail form. (5) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 4.3. (56) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (7) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (8) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 3 contracts

Samples: Common Share Purchase Warrant Indenture (Sandstorm Gold LTD), Common Share Purchase Warrant Indenture (Sandstorm Gold LTD), Common Share Purchase Warrant Indenture (FRANCO NEVADA Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Indenture Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or any Indenture Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation not only as to its due execution and that the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturein good faith believes to be genuine. (3) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Holders' Request, by any Holder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereonmay consider adequate. (4) The Warrant Agent may may, at the expense of the Corporation, employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due reasonable care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture (Bridgeport Ventures Inc.), Warrant Indenture (Bridgeport Ventures Inc.), Warrant Indenture (Bridgeport Ventures Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation not only as to its due execution and that the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturein good faith believes to be genuine. (3) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Holders’ Request, by any Holder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with Person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereonmay consider adequate. (4) The Warrant Agent may may, at the expense of the Corporation, employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due reasonable care by the Warrant Agent. (5) . The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Agency Agreement (Ayr Wellness Inc.), Warrant Agency Agreement, Warrant Agency Agreement (Alignvest Acquisition Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation not only as to its due execution and that the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturein good faith believes to be genuine. (3) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Holders’ Request, by any Holder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with Person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent resolutionsmay consider adequate. In respect of a corporate Holder, certificates, reports, opinions, requests, orders or other documents, it is intended that such instrument shall include a certificate of incumbency of such holder together with a certified resolution authorizing the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all person who signs such documents so deposited shall, in each and every instrument to sign such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereoninstrument. (4) The Warrant Agent may may, at the expense of the Corporation, employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due reasonable care by the Warrant Agent. (5) . The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Agency Agreement (Columbia Care Inc.), Warrant Agency Agreement (TPCO Holding Corp.), Warrant Agency Agreement

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Agent, acting on the advice of Counsel, examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel and advisors. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (7) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more duly authorized representative of the Corporation.

Appears in 3 contracts

Samples: Warrant Indenture (HEXO Corp.), Warrant Indenture (HEXO Corp.), Warrant Indenture (HEXO Corp.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Executive Vice- President, Vice-President, Secretary, Controller, Treasurer, or any Assistant-Secretary or Assistant-Treasurer of the Corporation. (5) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (56) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (7) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 3 contracts

Samples: Warrant Indenture, Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation Law or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation Law and that the Warrant Agent complies with Applicable Legislation Law and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation Law that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture, Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indentureindenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever The Warrant Agent shall be under no responsibility in respect of the validity of this indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it is provided be responsible for any breach by the Company of any covenant or condition contained in this Indenture indenture or under Applicable Legislation that the Corporation in any such Warrant Certificate; nor shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders it by any act hereunder be deemed to make any representation or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent warranty as to the right authorization or reservation of the Corporation to have the Warrant Agent take the action any securities to be based thereonissued upon the right to acquire provided for in this indenture and/or in any Warrant Certificate or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (4) Whenever Applicable Legislation requires that evidence referred to in subsection 8.3(1) be in the form of a statutory declaration, the Warrant Agent may accept the statutory declaration in lieu of a certificate of the Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by the Warrant Agent in good faith without further inquiry. (5) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (6) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (7) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 4.3. (5) 8) The Warrant Agent may act and rely and shall may, as a condition precedent to any action to be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counseltaken by it under this indenture, accountantrequire such opinions, appraiserstatutory declarations, engineer reports, certificates or other expert evidence as it, acting reasonably, considers necessary or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising advisable in the administration of the agency hereofcircumstances.

Appears in 3 contracts

Samples: Common Share Purchase Warrant Indenture (Goldcorp Inc), Common Share Purchase Warrant Indenture (Goldcorp Inc), Common Share Purchase Warrant Indenture (Goldcorp Inc)

Evidence, Experts and Advisers. (1) 9.2.1 In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) 9.2.2 In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) 9.2.3 Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) 9.2.4 The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) 9.2.5 The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 3 contracts

Samples: Warrant Indenture, Warrant Indenture (Amaya Gaming Group Inc.), Warrant Indenture (Amaya Gaming Group Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation Law or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with or pursuant to any provision hereof or any Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this IndentureLaw. (3) Whenever it is provided in this Indenture or under Applicable Legislation Law that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture (Helius Medical Technologies, Inc.), Warrant Indenture (Veris Gold Corp.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties or determining its rights hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 2 contracts

Samples: Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4c) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5d) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (e) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (f) Whenever Applicable Legislation requires that evidence referred to in subsection (i) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chairman or Chief Financial Officer of the Corporation or by any other officer(s) or director(s) of the Corporation to whom such authority is delegated by the directors from time to time. (g) Proof of execution of any document or instrument in writing; including a Registered Warrantholders’ Request, by a holder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner the Warrant Agent considers adequate.

Appears in 2 contracts

Samples: Warrant Indenture (Cohbar, Inc.), Warrant Indenture (Cohbar, Inc.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall Company will furnish to the Warrant Security Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation Law or as the Warrant Security Agent may reasonably require by written notice to the CorporationCompany. (2b) In the exercise of its rights rights, duties and duties hereunderobligations, the Warrant Agent maySecurity Agent, if it is acting in good faith, may rely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished referred to the Warrant Agent pursuant to a request of the Warrant Agent, in Section 10.2(a) provided that such evidence complies with Applicable Legislation Law and that the Warrant Agent complies with Applicable Legislation and that the Warrant Security Agent examines the same and determines that in order to determine whether such evidence complies indicates compliance with the applicable requirements of this IndentureAgreement. (3c) Whenever it is provided Applicable Law requires that evidence referred to in this Indenture or under Applicable Legislation that Section 10.2(a) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Security Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated may accept such statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the Warrant Agent take president, the action to be based thereonsecretary, the treasurer, or any vice-president, or a manager of the Company. (4d) The Warrant Security Agent may shall employ Monitoring Agent at the industry standard rates to help with admin and monitoring work or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall will not be responsible for any misconduct or negligence on the part negligent conduct of any such experts of them (but will remain liable for the intentional misconduct, reckless conduct or advisers who have been appointed with due care by the Warrant Agentgross negligence of them). (5e) The Warrant All costs incurred by the Security Agent may act and rely in carrying out its duties as security agent under the Security pursuant to this Agreement shall be paid by the Company, immediately on demand and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed secured by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereofSecurity.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Arkados Group, Inc.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation Trust shall furnish to the Warrant Escrow Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Escrow Agent may reasonably require by written notice to the CorporationTrust. (2b) In the exercise of its rights and duties hereunder, the Warrant Escrow Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationTrust, certificates of the Corporation Trust or other evidence furnished to the Warrant Escrow Agent pursuant to any provision hereof or pursuant to a request of the Warrant Escrow Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation Trust shall deposit with the Warrant Escrow Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Trust to have the Warrant Escrow Agent take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Receiptholders' Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Escrow Agent may consider adequate. (e) The Warrant Escrow Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Escrow Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Subscription Receipt Agreement (Paramount Energy Trust), Subscription Receipt Agreement (Advantage Energy Income Fund)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Pan American shall furnish to the Warrant Rights Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation applicable trust indenture legislation or as the Warrant Rights Agent may reasonably require by written notice to the CorporationPan American. (2b) In the exercise of its rights and duties hereunder, the Warrant Rights Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationPan American, certificates of the Corporation Pan American or other evidence furnished to the Warrant Rights Agent pursuant to any provision hereof or any indenture legislation or pursuant to a request of the Warrant Rights Agent, provided that such evidence complies with Applicable Legislation not only as to its due execution and that the Warrant validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Rights Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturein good faith believes to be genuine. (3c) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Holders’ Request, by any Holder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with person signing such instrument acknowledged to it the Warrant execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Rights Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereonmay consider adequate. (4d) The Warrant Rights Agent may may, at the expense of Pan American employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Rights Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Arrangement Agreement (Pan American Silver Corp), Arrangement Agreement (Tahoe Resources Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the . The Warrant Agent complies with Applicable Legislation and that shall be under no responsibility in respect of the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this IndentureIndenture or the execution and delivery hereof by or on behalf of the Corporation or in respect of the validity or the execution of any Warrant Certificate by the Corporation and issued hereunder, nor shall it be responsible for any breach by the Corporation of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept the statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Corporation and may be relied upon by the Warrant Agent in good faith without further inquiry. (5) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (6) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (7) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Corporation in accordance with Section 5.3. (5) 8) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (9) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (10) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 2 contracts

Samples: Warrant Indenture (Cardiol Therapeutics Inc.), Warrant Indenture (IMV Inc.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or form as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In The Warrant Agent shall be protected in acting in reasonable reliance upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to it, not only as to its due execution and the exercise validity and effectiveness of its rights and duties hereunderprovisions, the Warrant Agent may, if it is acting in good faith, rely but also as to the truth of the statements and the accuracy acceptability of any information therein contained which it in good faith believes to be genuine and what it purports to be. (c) Proof of the opinions expressed execution of an instrument in statutory declarationswriting, opinionsincluding a Warrantholders’ Request, reports, written requests, consentsby any Warrantholder may be made by the certificate of a notary public, or orders other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of the Corporation, certificates of the Corporation a witness to such execution or in any other evidence furnished to manner which the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturemay consider adequate. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4d) The Warrant Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers advisors who have been appointed and supervised with due care by the Warrant Agent. (5) . The fees of such counsel and other experts shall be part of the Warrant Agent’s fees hereunder. The Warrant Agent may act and rely and shall be fully protected in acting and relying or not acting, in good faith on the faith, in accordance with any opinion or advice instruction of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or such counsel. Any remuneration so paid by the Warrant Agent, Agent shall be repaid to the Warrant Agent in relation to any matter arising in the administration of the agency hereofaccordance with Section 7.2.

Appears in 2 contracts

Samples: Warrant Indenture (Energy Fuels Inc), Warrant Indenture (Energy Fuels Inc)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with the Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) Whenever Applicable Legislation requires that evidence referred to in Subsection (1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant-Secretary or Assistant-Treasurer of the Corporation. (5) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (6) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such Counsel or advisers. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture (enCore Energy Corp.), Warrant Indenture (enCore Energy Corp.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) Whenever Applicable Legislation requires that evidence referred to in Subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant-Secretary or Assistant-Treasurer of the Corporation. (5) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (6) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such Counsel, experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Whenever Applicable Legislation requires that evidence referred to in Subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Financial Officer of the Corporation. (7) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument

Appears in 2 contracts

Samples: Warrant Indenture (MANAS PETROLEUM Corp), Warrant Indenture (MANAS PETROLEUM Corp)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Receiptholders' Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate. (e) The Warrant Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (f) The Subscription Receipt Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from counsel, or any accountant, appraiser, or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent with respect to any matter arising in relation to the Agreement. (g) The Subscription Receipt Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Subscription Receipt Agreement, Subscription Receipt Agreement

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) If, in the administration of the trusts of this Indenture, the Warrant Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Warrant Agent may accept, act, and rely upon, and shall be protected in accepting, acting , and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Warrant Agent may in its discretion require further evidence or information before acting or relying on any such certificate. In addition to the reports, certificates, opinions opinions, and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.. Whenever Applicable Legislation requires that evidence referred to in this Section be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chair of the Board and Chief Executive Officer, President or Chief Financial Officer of the Corporation or by any other officer or director of the Corporation to whom such authority is delegated by the directors from time to time.. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall reimburse the Warrant Agent for all disbursements, costs and expenses made or incurred by the Warrant Agent in the discharge of its duties and in the management of the agency hereunder. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture (Algernon Pharmaceuticals Inc.), Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, Agreement and the Corporation Company shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the CorporationCompany. (2b) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture Agreement or under Applicable Legislation that the Corporation Company shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, truth and accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4d) The Warrant Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (5e) The Warrant Whenever Applicable Legislation requires that evidence referred to in Subsection 10.4(a) be in the form of a statutory declaration, the Subscription Receipt Agent may act and rely and shall accept such statutory declaration in lieu of a certificate of the Company required by any provision hereof. Any such statutory declaration may be protected made by one or more of the Chief Executive Officer or Chief Financial Officer or Company Secretary of the Company. (f) Proof of the execution of an instrument in acting and relying in good faith on writing, including a Subscription Receiptholder’s Request, by any Subscription Receiptholder may be made by the opinion certificate of a notary, solicitor or advice of or information obtained from any Counselcommissioner for oaths, accountant, appraiser, engineer or other expert or adviserofficer with similar powers, whether retained or employed by that the Corporation person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant AgentSubscription Receipt Agent may consider adequate and in respect of a corporate Subscription Receiptholder, in relation shall include a certificate of incumbency of such Subscription Receiptholder together with a certified resolution authorizing the person who signs such instrument to any matter arising in the administration of the agency hereofsign such instrument.

Appears in 2 contracts

Samples: Subscription Receipt Agreement (Adira Energy Ltd.), Subscription Receipt Agreement

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging and determining its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. For greater certainty, the Corporation (and not the Warrantholders) shall be responsible for paying or reimbursing the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisers, if required in accordance with Section 5.4. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture (TerrAscend Corp.), Warrant Indenture (TerrAscend Corp.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate. (e) The Warrant Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (f) The Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder upon notice to the Corporation and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (5g) The Warrant Subscription Receipt Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, or any accountant, appraiser, engineer appraiser or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation Subscription Receipt Agent with respect to any matter arising in relation to the administration of the agency hereofAgreement.

Appears in 2 contracts

Samples: Subscription Receipt Agreement (Manulife Financial Corp), Subscription Receipt Agreement (Manulife Financial Corp)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation Trust shall furnish to the Warrant Escrow Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Escrow Agent may reasonably require by written notice to the CorporationTrust. (2b) In the exercise of its rights and duties hereunder, the Warrant Escrow Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationTrust, certificates of the Corporation Trust or other evidence furnished to the Warrant Escrow Agent pursuant to any provision hereof or pursuant to a request of the Warrant Escrow Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation Trust shall deposit with the Warrant Escrow Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Trust to have the Warrant Escrow Agent take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Escrow Agent may consider adequate. (e) The Warrant Escrow Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Escrow Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Subscription Receipt Agreement (Canetic Resources Trust), Subscription Receipt Agreement (Canetic Resources Trust)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate. (e) The Warrant Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Subscription Receipt Agreement (Gran Tierra Energy Inc.), Subscription Receipt Agreement (Gran Tierra Energy Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Indenture Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or any Indenture Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation not only as to its due execution and that the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturein good faith believes to be genuine. (3) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Holders’ Request, by any Holder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with Person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereonmay consider adequate. (4) The Warrant Agent may may, at the expense of the Corporation, employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due reasonable care by the Warrant Agent. (5) . The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture (Dragonwave Inc), Warrant Indenture (Dragonwave Inc)

Evidence, Experts and Advisers. (1) If, in the administration of the trusts of this Indenture, the Warrant Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Warrant Agent may accept, act, and rely upon, and shall be protected in accepting, acting , and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Warrant Agent may in its discretion require further evidence or information before acting or relying on any such certificate. In addition to the reports, certificates, opinions opinions, and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. Whenever Applicable Legislation requires that evidence referred to in this Section be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the chairperson of the board of directors of the Corporation and Chief Executive Officer, President or Chief Financial Officer of the Corporation or by any other officer or director of the Corporation to whom such authority is delegated by the directors from time to time. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely act and rely, and shall be protected in so acting and relying, as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. The Warrant Agent is not bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation's covenants hereunder. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall reimburse the Warrant Agent for all disbursements, costs and expenses made or incurred by the Warrant Agent in the discharge of its duties and in the management of the agency hereunder. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. The Warrant Agent shall not incur any liability for the acts or omissions of such Counsel, accountant, appraiser, engineer or other expert or adviser retained or employed by the Warrant Agent in good faith.

Appears in 2 contracts

Samples: Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to on the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4d) The Warrant Agent may may, at the expense of the Corporation, employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5e) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (f) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 2 contracts

Samples: Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) a. In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent Trustee may reasonably require by written notice to the Corporation. (2) b. In the exercise of its rights and duties hereunder, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Trustee pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant AgentTrustee, provided that such evidence complies with Applicable Legislation and that the Warrant Agent Trustee complies with Applicable Legislation and that the Warrant Agent Trustee examines the same such evidence and determines that such evidence complies with the applicable requirements of this Indenture. (3) c. Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent Trustee take the action to be based thereon. (4) d. Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. e. The Warrant Agent Trustee may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant AgentTrustee. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Special Warrant Indenture (Minera Andes Inc /Wa), Purchase Warrant Indenture (Minera Andes Inc /Wa)

Evidence, Experts and Advisers. (1) 13.2.1 In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Special Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require by written notice to the Corporation. (2) 13.2.2 In the exercise of its rights and duties hereunder, the Special Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Special Warrant Agent pursuant to a request of the Special Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Special Warrant Agent complies with Applicable Legislation and that the Special Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) 13.2.3 Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Special Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Special Warrant Agent take the action to be based thereon. (4) 13.2.4 The Special Warrant Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Special Warrant Agent. (5) 13.2.5 The Special Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Special Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Special Warrant Indenture (Amaya Gaming Group Inc.), Special Warrant Indenture (Amaya Gaming Group Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the . The Warrant Agent complies with Applicable Legislation and that shall be under no responsibility in respect of the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this IndentureIndenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that may accept the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by the Warrant Agent take the action to be based thereonin good faith without further inquiry. (4) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (6) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 5.4. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (9) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 2 contracts

Samples: Common Share Purchase Warrant Indenture (Tilray, Inc.), Common Share Purchase Warrant Indenture (Aphria Inc.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4d) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5e) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture (Acasti Pharma Inc.), Warrant Indenture (Acasti Pharma Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, hereof and in such form, as may be prescribed by Applicable Legislation or form as the Warrant Subscription Receipt Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that . The Subscription Receipt Agent shall be under no responsibility in respect of the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this IndentureAgreement or the execution and delivery hereof by or on behalf of the Corporation or in respect of the validity or the execution of any Subscription Receipt Certificate by the Corporation and issued hereunder, nor shall it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any such Subscription Receipt Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Agreement and/or in any Subscription Receipt Certificate. (3) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Subscription Receiptholders’ Request, by any Subscription Receiptholder may be made by a certificate of a notary public or under Applicable Legislation other person with similar powers that the Corporation person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and in respect of a corporate Subscription Receiptholder, shall deposit include a certificate of incumbency of such Subscription Receiptholder together with a certified resolution authorizing the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all person who signs such documents so deposited shall, in each and every instrument to sign such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereoninstrument. (4) The Warrant Subscription Receipt Agent may act, or not act if applicable, and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, facsimile or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (5) The Subscription Receipt Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Subscription Receipt Agent. Any reasonable remuneration paid by the Subscription Receipt Agent shall be paid by the Corporation in accordance with section 6.2. (56) The Warrant Subscription Receipt Agent may act and rely and shall may, as a condition precedent to any action to be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counseltaken by it under this Agreement, accountantrequire such opinions, appraiserstatutory declarations, engineer reports, certificates or other expert evidence as it, acting reasonably, considers necessary or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising advisable in the administration of the agency hereofcircumstances.

Appears in 2 contracts

Samples: Subscription Receipt Agreement (Crosshair Exploration & Mining Corp), Subscription Receipt Agreement (Crosshair Exploration & Mining Corp)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Akerna and Exchangeco shall furnish to the Warrant Rights Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation any trust indenture legislation or as the Warrant Rights Agent may reasonably require by written notice to the CorporationAkerna. (2b) In the exercise of its rights and duties hereunder, the Warrant Rights Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationAkerna, certificates of the Corporation Akerna or other evidence furnished to the Warrant Rights Agent pursuant to any provision hereof or any trust indenture legislation or pursuant to a request of the Warrant Rights Agent, provided that such evidence complies with Applicable Legislation not only as to its due execution and that the Warrant validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Rights Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturein good faith believes to be genuine. (3c) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Holders’ Request, by any Holder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with Person signing such instrument acknowledged to it the Warrant execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Rights Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereonmay consider adequate. (4d) The Warrant Rights Agent may may, at the expense of Akerna employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Rights Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Rights Indenture (Akerna Corp.), Arrangement Agreement (Akerna Corp.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation Company shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by the Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the CorporationCompany. (2b) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence the Subscription Receipt Agent complies with the Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Subscription Receipt Agent examines the same and determines that such evidence complies with the applicable requirements of this IndentureAgreement. (3c) Whenever it is provided in this Indenture Agreement or under the Applicable Legislation that the Corporation Company shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4d) The Warrant Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Subscription Receipt Agreement, Subscription Receipt Agreement (Response Biomedical Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation Law or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation Law and that the Warrant Agent complies with Applicable Legislation Law and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation Law that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture, Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever The Warrant Agent shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it is provided be responsible for any breach by the Company of any covenant or condition contained in this Indenture or under Applicable Legislation that the Corporation in any such Warrant Certificate; nor shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders it by any act hereunder be deemed to make any representation or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent warranty as to the right authorization or reservation of the Corporation to have the Warrant Agent take the action any securities to be based thereonissued upon the right to acquire provided for in this Indenture and/or in any Warrant Certificate or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (4) Whenever Applicable Legislation requires that evidence referred to in subsection 8.3(1) be in the form of a statutory declaration, the Warrant Agent may accept the statutory declaration in lieu of a certificate of the Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company, who are so authorized to make such a declaration, and may be relied upon by the Warrant Agent. (5) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner that the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (6) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (7) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 4.3. (5) 8) The Warrant Agent may act and rely and shall may, as a condition precedent to any action to be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counseltaken by it under this Indenture, accountantrequire such opinions, appraiserstatutory declarations, engineer reports, certificates or other expert evidence as it, acting reasonably, considers necessary or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising advisable in the administration of the agency hereofcircumstances.

Appears in 2 contracts

Samples: Purchase Warrant Indenture (Peru Copper Inc.), Purchase Warrant Indenture (Peru Copper Inc)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall will furnish to the Warrant Agent such additional evidence of compliance with any provision hereofof this Indenture, and in such form, as may be is prescribed by Applicable Legislation or as the Warrant Agent may reasonably require requires by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, any right or duty under this Indenture the Warrant Agent mayAgent, if it is acting in good faith, rely may rely, as to due execution and as to the truth of the statements and any statement or the accuracy of the opinions any opinion expressed in therein, on any statutory declarationsdeclaration, opinionsopinion, reportsreport, written requests, consents, or orders of the Corporation, certificates of the Corporation certificate or other evidence furnished to the Warrant Agent pursuant to any provision of this Indenture or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with . (c) Whenever Applicable Legislation and requires that evidence referred to in Subsection 11.3(a) be in the form of a statutory declaration, the Warrant Agent complies with Applicable Legislation and that may accept the Warrant Agent examines statutory declaration in lieu of a certificate of the same and determines that such evidence complies with the applicable requirements Corporation required by any provision of this Indenture. (3d) Whenever it is provided in this Indenture Any statutory declaration may be made by one or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right more of the Corporation to have chairman, president or secretary of the Warrant Agent take the action to be based thereonCorporation. (4e) The Warrant Agent may may, at the expense of the Corporation, employ or retain such Counselcounsel, accountants, appraisers engineers, appraisers, or other experts or advisers as it may reasonably require requires for the purpose of discharging its duties hereunder under this Indenture and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall will not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. (5f) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (g) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency trusts hereof.

Appears in 2 contracts

Samples: Common Share Purchase Warrant Indenture (Midway Gold Corp), Common Share Purchase Warrant Indenture (Midway Gold Corp)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4d) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5e) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Warrant Indenture, Warrant Indenture

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Evidence, Experts and Advisers. (1) a. In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent Trustee may reasonably require by written notice to the Corporation. (2) b. In the exercise of its rights and duties hereunder, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Trustee pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant AgentTrustee, provided that such evidence complies with Applicable Legislation and that the Warrant Agent Trustee complies with Applicable Legislation and that the Warrant Agent Trustee examines the same such evidence and determines that such evidence complies with the applicable requirements of this Indenture. (3) c. Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent Trustee take the action to be based thereon. (4) d. Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. e. The Warrant Agent Trustee may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant AgentTrustee. (5) f. The Warrant Agent Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from upon any Counselresolution, accountantcertificate, appraiserstatement, engineer instrument, opinion, report, notice, consent, order, letter, telegram, cablegram or other expert paper document believed by it to be genuine and to have been signed, sent, or adviser, whether retained presented by or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration on behalf of the agency hereofproper party or parties.

Appears in 2 contracts

Samples: Warrant Indenture (Golden Star Resources LTD), Warrant Indenture (Golden Star Resources LTD)

Evidence, Experts and Advisers. (1) 11.5.1. In addition to the reports, certificates, opinions opinions, statutory declarations and other evidence required by this Indenture, the Corporation Issuer shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision provisions hereof, and in such form, as may be prescribed by Applicable Indenture Legislation or as the Warrant Agent Trustee may reasonably require by written notice to the CorporationIssuer. (2) 11.5.2. In the exercise of its rights rights, duties and duties hereunderobligations, the Warrant Agent may, if it is acting in good faith, Trustee may act and rely as to on the truth of the statements and the accuracy of the opinions expressed in therein and upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished referred to the Warrant Agent pursuant to a request of the Warrant Agentin Section 11.5.1, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same and determines that such evidence complies with the applicable requirements of this IndentureIndenture and of Indenture Legislation. The Trustee shall be entitled to act and rely on the genuineness and authenticity of any such writing submitted to it. It shall not be necessary for the Trustee to ascertain whether or not the persons who have executed, signed or otherwise issued the documents have authority to do so or that they are the same persons named therein. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) 11.5.3. The Warrant Agent Trustee may employ or retain such Counsel, auditors, accountants, appraisers or other experts or advisers advisers, whose qualifications give authority to any opinion or report made by them, as it may reasonably require for the purpose of determining or discharging its duties hereunder and hereunder, may pay their reasonable remuneration for all services so performed by any of them, fees and disbursements without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care of them. Any remuneration so paid by the Warrant AgentTrustee shall be repaid in accordance with Section 5.4. (5) 11.5.4. The Warrant Agent Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountantauditors, appraiseraccountants, engineer appraisers or other expert or adviseradvisers, whether retained or employed by the Corporation Trustee in accordance with Section 11.5.3 or by the Warrant AgentIssuer, in relation to any matter manner arising in the administration performance of its duties under the agency hereofTrust Indenture. 11.5.5. Proof of execution of any document or instrument in writing, including a Holders’ Request, may be satisfied by a certificate of a notary public or other officer with similar powers certifying that the person signing such instrument acknowledged to him the execution thereof or by an affidavit of a witness to such execution or any other manner the Trustee considers adequate.

Appears in 2 contracts

Samples: Trust Indenture (Emera Inc), Trust Indenture (Emera Inc)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indentureindenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the . The Warrant Agent complies with Applicable Legislation and that shall be under no responsibility in respect of the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this Indentureindenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this indenture and/or in any Warrant Certificate or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 8.3(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that may accept the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by the Warrant Agent take the action to be based thereonin good faith without further inquiry. (4) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (6) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 4.2. (57) The Warrant Agent may act and rely and shall may, as a condition precedent to any action to be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counseltaken by it under this indenture, accountantrequire such opinions, appraiserstatutory declarations, engineer reports, certificates or other expert evidence as it, acting reasonably, considers necessary or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising advisable in the administration of the agency hereofcircumstances.

Appears in 2 contracts

Samples: Warrant Indenture (New Gold Inc. /FI), Warrant Indenture (New Gold Inc. /FI)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is shall be protected in acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarationsrelying upon any written notice, opinions, reports, written requestscertificates, consentsdirection, or orders of the Corporationinstruction, certificates of the Corporation order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other evidence paper or document (collectively referred to as "Documents" in this Section 9.3) furnished to it and signed by any person required to or entitled to execute and deliver to the Warrant Agent pursuant any such Documents in connection with this Indenture, not only as to a request its due execution and the validity and effectiveness of its provisions, but also as to the Warrant Agenttruth and accuracy of any information therein contained, which it in good faith believes to be genuine, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same Documents and determines that such evidence it complies with the applicable requirements of this Indenture. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any Document received either in facsimile or by e-mail of a pdf form. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) Whenever Applicable Legislation requires that evidence referred to in Section 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chair of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant-Secretary or Assistant-Treasurer of the Corporation. (5) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (6) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging and determining its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such Counsel, experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such Counsel or advisers. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviseradviser in good standing and who in good faith the Warrant Agent determined would be appropriately able to give such opinion, advice or information, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 2 contracts

Samples: Supplemental Warrant Indenture (Osisko Development Corp.), Second Supplemental Warrant Indenture (Osisko Development Corp.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided for in this Indenture or under Applicable Legislation requires that the Corporation shall Company deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (6) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may shall pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with Section 4.2. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (9) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 2 contracts

Samples: Warrant Indenture (First Person Ltd.), Warrant Indenture (Cybin Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided for in this Indenture or under Applicable Legislation requires that the Corporation shall Company deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (6) The Warrant Agent may employ or retain such Counsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may shall pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, Counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with Section 4.2. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (9) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 1 contract

Samples: Warrant Indenture (Lowell Farms Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 1 contract

Samples: Warrant Indenture (Medicenna Therapeutics Corp.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Whenever Applicable Legislation requires that evidence referred to in Subsection 9.3(1) be in the form of a certificate, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant Secretary or Assistant Treasurer of the Corporation.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation not only as to its due execution and that the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturein good faith believes to be genuine. (3) Whenever it is provided Proof of the execution of an instrument in this Indenture writing, including a Holders’ Request, by any Holder may be made by the certificate of a notary public, or under Applicable Legislation other officer with similar powers, that the Corporation shall deposit with Person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent resolutionsmay consider adequate. In respect of a corporate Holder, certificates, reports, opinions, requests, orders or other documents, it is intended that such instrument shall include a certificate of incumbency of such holder together with a certified resolution authorizing the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all person who signs such documents so deposited shall, in each and every instrument to sign such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereoninstrument. (4) The Warrant Agent may may, at the expense of the Corporation, employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due reasonable care by the Warrant Agent. (5) . The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisors.

Appears in 1 contract

Samples: Warrant Agency Agreement (Bespoke Capital Acquisition Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In Company. Proof of the exercise execution of its rights and duties hereunderan instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent maymay consider adequate and in respect of a corporate Warrantholder, if it is acting in good faith, rely as shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that sign such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) instrument. The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers advisors who have been appointed and supervised with due care by the Warrant Agent. . The fees of such Counsel and other experts shall be part of the Warrant Agent's fees hereunder. The Warrant Agent shall be fully protected in acting or not acting and relying, in good faith, in accordance with any opinion or instruction of such Counsel. Any remuneration so paid by the Warrant Agent shall be repaid to the Warrant Agent in accordance with Section 7.2. In the exercise of its rights and duties, the Warrant Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports, certificates or other evidence furnished to the Warrant Agent pursuant or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this indenture. Whenever Applicable Legislation requires that evidence referred to in subsection (51) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Company required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chief Executive Officer or Chief Financial Officer of the Company or by any other officer(s) or director(s) of the Company to whom such authority is delegated by the directors from time to time. The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from upon any Counselresolution, accountantcertificate, appraiserstatement, engineer instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other expert paper document believed by it to be genuine and to have been signed, sent or adviser, whether retained presented by or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration on behalf of the agency hereofproper party or parties.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall AltaRex will furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be is prescribed by Applicable Legislation or as the Warrant Agent may Trustee reasonably require requires by written notice to the CorporationAltaRex. (2) In the exercise of its rights and duties hereunder, any right or duty hereunder the Warrant Agent mayTrustee, if it is acting in good faith, rely may act and rely, as to the truth of the statements and any statement or the accuracy of the opinions any opinion expressed in therein, on any statutory declarationsdeclaration, opinionsopinion, reportsreport, written requests, consents, or orders of the Corporation, certificates of the Corporation certificate or other evidence furnished to the Warrant Agent Trustee pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Warrant AgentTrustee, provided that if such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same such evidence and determines that such evidence it complies with the applicable requirements of this Indenture.. 39 -38- (3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated Trustee may accept such statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of the Corporation to have the Warrant Agent take the action to be based thereona certificate of AltaRex required by any provision hereof. (4) Any such statutory declaration may be made by any director or officer of AltaRex. (5) The Warrant Agent Trustee may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (6) Proof of the execution of any document or instrument in writing, including a Special Warrantholders' Request, by a Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Trustee considers adequate. (7) The Trustee may employ or retain such Counselcounsel, accountants, appraisers engineers, appraisers, or other experts or advisers as it may reasonably require requires for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall will not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant AgentTrustee. Any remuneration so paid by the Trustee shall be repaid to the Trustee in accordance with Section 5.2 of this Indenture. (5) 8) The Warrant Agent Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer accountant or other expert or adviseradvisor, whether retained or employed by the Corporation AltaRex or by the Warrant AgentTrustee, in relation to any matter arising in the administration of the agency trusts hereof.

Appears in 1 contract

Samples: Special Warrant Indenture (Altarex Corp)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions opinions, statutory declarations and other evidence required by this Debenture Indenture, the Corporation Company shall furnish to the Warrant Agent Debenture Trustee such additional evidence of compliance with any provision provisions hereof, and in such form, as may be prescribed by Applicable Indenture Legislation or as the Warrant Agent Debenture Trustee may reasonably require by written notice to the CorporationCompany. (2b) In The Debenture Trustee shall be protected in acting and not acting and relying upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration, opinion, report or other paper or document furnished to it not only as to its due execution and the exercise validity and the effectiveness of its rights and duties hereunderprovisions, the Warrant Agent may, if it is acting in good faith, rely but also as to the truth of the statements truth, acceptability and the accuracy of the opinions expressed any information therein contained which it in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished good faith believes to the Warrant Agent pursuant be genuine and what it purports to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenturebe. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4c) The Warrant Agent Debenture Trustee may employ or retain such Counsel, auditors, accountants, appraisers or other experts or advisers advisers, whose qualifications give authority to any opinion or report made by them, as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) of them. The Warrant Agent Debenture Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, auditor, accountant, appraiser or other expert or adviser. The remuneration, costs and expenses of any such Counsel, auditor, accountant, appraiser or other expert or advisor shall be paid by the Company. (d) The Debenture Trustee may act and rely and shall be protected in acting and not acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant AgentDebenture Trustee, in relation to any matter arising in the administration of the agency trusts hereof.

Appears in 1 contract

Samples: Debenture Indenture (New Gold Inc. /FI)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.Indenture.‌ (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereonthereon.‌ (4) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Executive Vice- President, Vice-President, Secretary, Controller, Treasurer, or any Assistant-Secretary or Assistant-Treasurer of the Corporation. (45) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (56) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (7) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1a) If, in the administration of the duties of this Agreement, the Subscription Receipt Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Subscription Receipt Agent may accept, act, and rely upon, and shall be protected in accepting, acting, and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Subscription Receipt Agent may in its discretion require further evidence or information before acting or relying on any such certificate. (b) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the Corporation. (2c) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent maymay act and rely, if it is and shall be protected in so acting in good faithand relying, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, written notices, resolutions, statements, instruments, request, waiver, letter, receipt, consents, or orders of the Corporation, certificates of the Corporation or other paper document or evidence furnished to the Warrant Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that believed by the Warrant Subscription Receipt Agent complies with Applicable Legislation to be genuine and that to have been signed, sent or presented by or on behalf of the Warrant proper party or parties, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of and acceptability of any information therein contained which the Subscription Receipt Agent examines the same in good faith believes to be genuine and determines that such evidence complies with the applicable requirements of this Indenturewhat it purports to be. The Subscription Receipt Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. (3d) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4e) Whenever applicable law requires that evidence referred to in Subsection 9.2(a) be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board, Interim President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, Senior Vice President, Commercial or Vice President, Legal, General Counsel and Corporate Secretary of the Corporation. (f) Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and in respect of a corporate Receiptholder shall include a certificate of incumbency of such corporate Receiptholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (g) The Warrant Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such Counsel, accountants, appraisers or other experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (5) . The Warrant Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. The Subscription Receipt Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any such Counsel, accountant, appraiser, engineer appraiser or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation Subscription Receipt Agent with respect to any matter arising in the administration of the agency hereofrelation to this Agreement.

Appears in 1 contract

Samples: Subscription Receipt Agreement (Obsidian Energy Ltd.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.Company.‌ (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation Company shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.Agent.‌ (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.hereof.‌

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent Debenture Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation applicable legislation or as the Warrant Agent Debenture Trustee may reasonably require by written notice to the Corporation. (2) . In the exercise of its rights and duties hereunder, hereunder the Warrant Agent Debenture Trustee may, if it is acting in good faith, rely rely, as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, orders or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Debenture Trustee pursuant to any provision hereof or of any applicable legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Debenture Trustee. Whenever it is provided in this Indenture or under Applicable Legislation applicable legislation that the Corporation shall deposit with the Warrant Agent Debenture Trustee resolutions, certificatesOfficer's Certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent Debenture Trustee take the action to be based thereon. (4) . The Warrant Agent Debenture Trustee may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant AgentDebenture Trustee. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Note Indenture (PENGROWTH ENERGY Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (5) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (56) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies comply with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such Counsel and advisors. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (7) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more duly authorized representative of the Corporation.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4d) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The reasonable costs of such services shall be added to and be part of the Warrant Agent’s fee hereunder. (5e) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, may include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 1 contract

Samples: Warrant Indenture (Polymet Mining Corp)

Evidence, Experts and Advisers. (1) If, in the administration of the trusts of this Indenture, the Warrant Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Warrant Agent may accept, act, and rely upon, and shall be protected in accepting, acting , and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Warrant Agent may in its discretion require further evidence or information before acting or relying on any such certificate. In addition to the reports, certificates, opinions opinions, and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. Whenever Applicable Legislation requires that evidence referred to in this Section be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chair of the Board and Chief Executive Officer, President or Chief Financial Officer of the Corporation or by any other officer or director of the Corporation to whom such authority is delegated by the directors from time to time. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely act and rely, and shall be protected in so acting and relying, as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. The Warrant Agent is not bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation's covenants hereunder. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall reimburse the Warrant Agent for all disbursements, costs and expenses made or incurred by the Warrant Agent in the discharge of its duties and in the management of the agency hereunder. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.. The Warrant Agent shall not incur any liability for the acts or omissions of such Counsel, accountant, appraiser, engineer or other expert or adviser retained or employed by the Warrant Agent in good faith.‌

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the . The Warrant Agent complies with Applicable Legislation and that shall be under no responsibility in respect of the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this IndentureIndenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant Certificate or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 8.3(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that may accept the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by the Warrant Agent take the action to be based thereonin good faith without further inquiry. (4) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (5) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with Section 4.3. (56) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (7) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances.

Appears in 1 contract

Samples: Warrant Indenture (Americas Silver Corp)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation any legislation applicable to this Indenture or as the Warrant Agent may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation all legislation applicable to this Indenture and that the Warrant Agent complies with Applicable Legislation such legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(a) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate in the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chairman or Chief Financial Officer of the Corporation or by any other officer(s) or director(s) of the Corporation to whom such authority is delegated by the directors from time to time. The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (d) Whenever it is provided in this Indenture or under Applicable Legislation any legislation applicable to this Indenture that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4e) The Warrant Agent may employ or retain at the Corporation’s expense such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5f) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency trusts hereof.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Executive Vice- President, Vice-President, Secretary, Controller, Treasurer, or any Assistant-Secretary or Assistant-Treasurer of the Corporation. (5) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (56) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (7) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Subscription Receipt Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Subscription Receipt Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Warrant Subscription Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Subscription Receipt Agent examines the same and determines that such evidence complies with the applicable requirements of this IndentureAgreement. (3) Whenever it is provided in this Indenture or under Applicable Legislation Agreement that the Corporation shall deposit with the Warrant Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Subscription Receipt Agent take the action to be based thereon. (4) Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate. In the case of a corporate Receiptholder, this shall include a certificate of incumbency of such Receiptholder, together with a certified resolution authorizing the signatory to such instrument to sign such instrument. (5) Whenever applicable legislation requires that evidence referred to in Section 10.2(2) be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board, President and Chief Executive Officer, Vice- President, Finance and Chief Financial Officer or Chief Operating Officer of the Corporation. (6) The Warrant Subscription Receipt Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Subscription Receipt Agent. (57) The Warrant Subscription Receipt Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from Counsel, or any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation or by the Warrant Agent, in relation Subscription Receipt Agent with respect to any matter arising in relation to the administration Agreement, except in connection with any liability arising out of the agency hereofits bad faith, willful misconduct, fraud or gross negligence.

Appears in 1 contract

Samples: Subscription Receipt Agreement

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) Corporation.‌ In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that , the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) . Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4. Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Directors, Chief Executive Officer, President, Chief Financial Officer or Corporate Secretary of the Corporation. The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) . The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths or other officer with similar powers, that the person signing such instrument acknowledged to him or her the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Indenture Legislation or as the Warrant Agent Trustee may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunderduties, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Trustee pursuant to any provision hereof or of Indenture Legislation or pursuant to a request of the Warrant AgentTrustee, provided that such evidence complies with Applicable Indenture Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided Indenture Legislation requires that evidence referred to in this Indenture or under Applicable Legislation that Section 13.3(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated Trustee may accept such statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a Certificate of the Corporation to have required by any provision hereof. Any such statutory declaration may be made by one or more of the Warrant Agent take president, vice-presidents, secretary, controller or treasurer of the action to be based thereonCorporation. (4) Proof of the execution of an instrument in writing, including a Debentureholders' Request, by any Debentureholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to such notary the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. (5) The Warrant Agent Trustee may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of themthem for which it shall be reimbursed by the Corporation under Section 7.2, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) of them. The Warrant Agent Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer appraiser or other expert or adviser, whether retained or employed by the Corporation or by the Warrant AgentTrustee, in relation to any matter arising in the administration of the agency trusts hereof. (6) Any opinion of Counsel may be based, insofar as it relates to factual matters, upon information with respect to such matters which is in the possession of the Corporation, upon the certificate or opinion or representation or any officer of the Corporation unless such Counsel knows that the certificate or opinion or representation with respect to the matters upon which Counsel's opinion may be based are erroneous or, in the exercise of reasonable care, should have known that the same were erroneous.

Appears in 1 contract

Samples: Trust Indenture (Enron Corp/Or/)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, hereof and in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. The Warrant Agent shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided for in this Indenture or under Applicable Legislation requires that the Corporation shall Company deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation Company to have the Warrant Agent take the action to be based thereon. (4) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (6) The WarrantAgent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may shall pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with Section 4.2. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances. (9) The Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.

Appears in 1 contract

Samples: Warrant Indenture (Planet 13 Holdings Inc.)

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent Trustee may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Trustee pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant AgentTrustee, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3c) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent Trustee take the action to be based thereon. (4d) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by an Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. (e) The Warrant Agent Trustee may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant AgentTrustee. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Warrant Indenture (Seven Seas Petroleum Inc)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such reasonable additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof. (6) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (7) Whenever Applicable Legislation requires that evidence referred to in subsection 9.3(1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more duly authorized representative of the Corporation.

Appears in 1 contract

Samples: Warrant Indenture (Aeterna Zentaris Inc.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall WorldHeart will furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be is prescribed by Applicable Legislation or as the Warrant Agent may reasonably require requires by written notice to the CorporationWorldHeart. (2) In the exercise of its rights and duties hereunder, any right or duty hereunder the Warrant Agent mayAgent, if it is acting in good faith, rely may act and rely, as to the truth of the statements and any statement or the accuracy of the opinions any opinion expressed in therein, on any statutory declarationsdeclaration, opinionsopinion, reportsreport, written requests, consents, or orders of the Corporation, certificates of the Corporation certificate or other evidence furnished to the Warrant Agent pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that if such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same such evidence and determines that such evidence it complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in Subsection 10.4(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated may accept such statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of the Corporation to have the Warrant Agent take the action to be based thereona certificate of WorldHeart required by any provision hereof. (4) Any such statutory declaration may be made by any director or officer of WorldHeart to whom authority is delegated by the board of directors of WorldHeart from time to time. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. (6) Proof of the execution of any document or instrument in writing, including a Warrantholders' Request, by a Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Warrant Agent considers adequate. (7) The Warrant Agent may employ or retain such Counselcounsel, accountants, appraisers engineers, appraisers, or other experts or advisers as it may reasonably require requires for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counselcounsel, and shall will not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any remuneration so paid by the Warrant Agent shall be repaid to the Warrant Agent in accordance with Section 6.2. (5) 8) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer accountant or other expert or adviseradvisor, whether retained or employed by the Corporation WorldHeart or by the Warrant Agent, in relation to any matter arising in the administration of the agency trusts hereof.

Appears in 1 contract

Samples: Warrant Indenture (World Heart Corp)

Evidence, Experts and Advisers. ‌‌ (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.Agent.‌ (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.hereof.‌

Appears in 1 contract

Samples: Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereofof this Agreement, and in such form, as may be prescribed by Applicable Legislation law or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2b) In the exercise absence of bad faith on its rights and duties hereunderpart, the Warrant Agent maymay conclusively rely, if it is acting in good faith, rely as to the truth of the statements and the accuracy correctness of the opinions expressed in statutory declarationstherein, opinionsupon certificates, reports, written requests, consents, resolutions or orders of the Corporation, certificates of the Corporation or other evidence opinions furnished to the Warrant Agent pursuant and conforming to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this IndentureAgreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder for any action taken in reliance on any Global Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties, except as a result of its gross negligence, bad faith or willful misconduct. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4c) The Warrant Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, payable by the Company in accordance with Section 6.2, without taxation of costs of any Counselcounsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) . The Warrant Agent may act and rely act, or not act, and shall be protected in acting and relying acting, or not acting, in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer accountant or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereofrelation to this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Masonite International Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation applicable legislation or as the Warrant Agent Trustee may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights rights, duties and duties hereunderobligations, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished referred to the Warrant Agent pursuant to a request of the Warrant Agent, in Subsection 13.03(1) provided that such evidence complies with Applicable Legislation applicable legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same and determines that in order to determine whether such evidence complies indicates compliance with the applicable requirements of this Trust Indenture. (3) Whenever it is provided applicable legislation requires that evidence referred to in this Indenture or under Applicable Legislation that Subsection 13.03(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated Trustee may accept such statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the Warrant Agent take Chairman, Chief Operating Officer, Vice-President, Secretary-Treasurer or a director of the action to be based thereonCompany. (4) Proof of the execution of an instrument in writing by any Debentureholder may be made by the certificate of a notary public or other officer with similar powers, that the person singing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. (5) The Warrant Agent Trustee may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and determining its rights hereunder, may pay the reasonable remuneration for all services so performed by any of them, without taxation of costs compensation and disbursements of any Counselsuch expert or adviser, may act and rely on the advice or opinion of any such expert or adviser and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care of them. Any remuneration so paid by the Warrant Agent. (5) The Warrant Agent may act and rely and Trustee shall be protected in acting and relying in good faith on repaid to the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed Trustee by the Corporation or by the Warrant Agent, Company in relation to any matter arising in the administration of the agency hereofaccordance with Section 7.01(g).

Appears in 1 contract

Samples: Trust Indenture (Radiant Energy Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation Legislation, and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon. (4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Warrant Indenture (Invictus MD Strategies Corp.)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation applicable legislation or as the Warrant Agent Trustee may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights rights, duties and duties hereunderobligations, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished referred to the Warrant Agent pursuant to a request of the Warrant Agent, in Subsection 13.03(1) provided that such evidence complies with Applicable Legislation applicable legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same and determines that in order to determine whether such evidence complies indicates compliance with the applicable requirements of this Trust Indenture. (3) Whenever it is provided applicable legislation requires that evidence referred to in this Indenture or under Applicable Legislation that Subsection 13.03(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated Trustee may accept such statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the Warrant Agent take Chairman, the action to be based thereonPresident and Chief Executive Officer, the Chief Financial Officer, a Vice-President, the Secretary-Treasurer or a director of the Company. (4) Proof of the execution of an instrument in writing by any Debentureholder may be made by the certificate of a notary public or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate. (5) The Warrant Agent Trustee may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and determining its rights hereunder, may pay the reasonable remuneration for all services so performed by any of them, without taxation of costs compensation and disbursements of any Counselsuch expert or adviser, may act and rely on the advice or opinion of any such expert or adviser and shall not be responsible for any misconduct or negligence on the part of any of them; provided, however, that if the Trustee reasonably anticipates that the fees and expenses of any such experts expert and advisor shall exceed US $10,000, it shall (i) notify the Company prior to retaining such expert or advisers who have been appointed advisor; (ii) seek and obtain quotations from not less than three firms or individuals having appropriate expertise and experience with due care respect to the relevant matter; and (iii) upon receipt of such quotations, advise and consult with the Company in the selection of the expert or advisor. Any re uneration so paid by the Warrant Agent. (5) The Warrant Agent may act and rely and Trustee shall be protected in acting and relying in good faith on repaid to the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed Trustee by the Corporation or by the Warrant Agent, Company in relation to any matter arising in the administration of the agency hereofaccordance with Section 7.01(g).

Appears in 1 contract

Samples: Trust Indenture (Radiant Energy Corp)

Evidence, Experts and Advisers. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation Company shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and hereof and‌ in such form, form as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the CorporationCompany. (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the CorporationCompany, certificates of the Corporation Company or other evidence furnished to the Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the . The Warrant Agent complies with Applicable Legislation and that shall be under no responsibility in respect of the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements validity of this IndentureIndenture or the execution and delivery hereof by or on behalf of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable. (3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 8.3(1) be in the Corporation shall deposit with form of a statutory declaration, the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that may accept the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated statutory declaration in all such documents so deposited shall, in each and every such case, be conditions precedent to the right lieu of a certificate of the Corporation to have Company required by any provision hereof. Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by the Warrant Agent take the action to be based thereonin good faith without further inquiry. (4) Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, may include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (5) The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter or other paper document received in facsimile or e-mail form. (6) The Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, counsel and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers of them who have has been appointed selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section 4.3. (57) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselcounsel, accountant, appraiser, engineer or other expert or adviseradvisor, whether retained or employed by the Corporation Company or by the Warrant Agent, in relation to any matter arising in the administration of the agency fulfilling its duties and obligations hereof. (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances.

Appears in 1 contract

Samples: Common Share Purchase Warrant Indenture

Evidence, Experts and Advisers. (1a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Corporation shall furnish to the Warrant Agent Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by the Applicable Legislation or as the Warrant Agent Trustee may reasonably require by written notice to the Corporation. (2b) In the exercise of its rights and duties hereunder, the Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent Trustee pursuant to a request of the Warrant AgentTrustee, provided that such evidence the Trustee complies with the Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent Trustee examines the same and determines that such evidence complies with the applicable requirements of this IndentureAgreement. (3c) Whenever it is provided in this Indenture Agreement or under the Applicable Legislation that the Corporation shall deposit with the Warrant Agent Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truthtrust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent Trustee take the action to be based thereon. (4d) The Warrant Agent Trustee may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant AgentTrustee. (5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Subscription Receipt Agreement (Catalyst Paper Corp)

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