Common use of Evidence, Experts and Advisors Clause in Contracts

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions hereof, in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require by written notice to the Company. (b) 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 Company, certificates of the Company or other evidence furnished to the Special Warrant Agent pursuant to a request of the Special Warrant Agent, provided that such evidence complies with the applicable requirements of this Indenture. (c) Whenever it is provided in this Indenture or under Applicable Legislation that the Company will 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 will, in each and every such case, be conditions precedent to the right of the Company to have the Special Warrant Agent take the action to be based thereon. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating 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 Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisors 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 will not be responsible for any misconduct or negligence on the part of any such experts or advisors who have been appointed with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisor. (f) 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 Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company 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, Special Warrant Indenture

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Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company Corporation will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions hereof, in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require by written notice to the CompanyCorporation. (b) 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 CompanyCorporation, certificates of the Company 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. (c) Whenever it is provided in this Indenture or under Applicable Legislation that the Company Corporation will 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 will, in each and every such case, be conditions precedent to the right of the Company Corporation to have the Special Warrant Agent take the action to be based thereon. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating 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 Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisors 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 will not be responsible for any misconduct or negligence on the part of any such experts or advisors who have been appointed with due care by the Special Warrant Agent. The Company Corporation will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisor. (f) 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 Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company 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 (Niocorp Developments LTD), Special Warrant Indenture (Niocorp Developments LTD)

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will Corporation shall furnish to the Special Warrant Agent Trustee such additional evidence of compliance with any provisions provision hereof, and in such form, as may be prescribed by Applicable Legislation applicable trust legislation or as the Special Warrant Agent Trustee may reasonably require by written notice to the CompanyCorporation. (b) In the exercise of its rights rights, duties and duties hereunderobligations, the Special Warrant Agent Trustee may, if it is acting as set forth in good faithSubsection 13.2(a), 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 Company, certificates of the Company or other evidence furnished referred to in Subsection 13.3(a) and shall not be responsible for any loss incurred as a result of so acting or relying, provided, however, that such evidence complies with the Special Warrant Agent pursuant provisions of this Indenture and with applicable trust legislation and that the Trustee examines the same in order to a request of the Special Warrant Agent, provided that determine whether such evidence complies with the applicable requirements of this IndentureIndenture and of applicable trust legislation. (c) Whenever it is provided applicable trust legislation requires that evidence referred to in this Indenture or under Applicable Legislation that Subsection 13.3(a) be in the Company will deposit with form of a statutory declaration, 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 Trustee may accept such statutory declaration in all such documents so deposited will, in each and every such case, be conditions precedent to the right lieu of a Certificate of the Company Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of those Persons authorized to have sign a Certificate of the Special Warrant Agent take the action to be based thereonCorporation. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Debentureholders' Request, by any Special Warrantholder Debentureholder may be made by the certificate of a notary public, or other officer with similar powers, stating that the person Person signing such instrument acknowledged to it him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Special Warrant Agent Trustee may consider adequate and in adequate. If applicable trust legislation so permits or requires, any certificate required by this Indenture may be expressed as the case opinion of a Special Warrantholder that is a corporation, will include a certificate of incumbency the signer or signers of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrumentcertificate. (e) The Special Warrant Agent Trustee may employ or retain such Counselcounsel (including outside counsel to the Corporation), accountants, appraisers accountants or other experts or advisors 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 will shall not be responsible for any action taken in reliance on such advice if it is acting as set forth in Subsection 13.2(a) or for any misconduct or negligence on the part of any such experts or advisors who have been appointed with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisorthem. (f) 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 Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Trust Indenture (Finova Group Inc)

Evidence, Experts and Advisors. (a1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company Corporation will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions provision hereof, and in such form, as may be is prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require requires by written notice to the CompanyCorporation. (b2) In the exercise of its rights and duties hereunder, any right or duty hereunder the Special 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 affidavit, statutory declarationsdeclaration, opinionsopinion, reportsreport, written requests, consents, or orders of the Company, certificates of the Company certificate or other evidence furnished to the Special Warrant Agent pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Special Warrant Agent, provided if the evidence complies with Applicable Legislation and the Warrant Agent examines the evidence and determines that such evidence it complies with the applicable requirements of this Indenture. (c3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 8.02(a) be in the Company will deposit with form of a statutory declaration, the Special 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 will, in each and every such case, be conditions precedent to the right lieu of a certificate of the Company to have the Special Warrant Agent take the action to be based thereonCorporation required by any provision hereof. (d4) Any statutory declaration may be made by one or more of the chairman, president or secretary of the Corporation. (5) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Requestrequest, by any Special a Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating that the person Person signing such the instrument acknowledged to it him the execution thereof, or by an affidavit of a witness to such execution the execution, or in any other manner which that the Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrumentconsiders adequate. (e6) The Special Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisors counsel 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 will not be responsible for any misconduct or negligence on the part of any such experts or advisors of them who have has been appointed selected with due care by the Special Warrant Agent. The Company will pay or reimburse Any remuneration so paid by the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances shall be repaid to the Warrant Agent in accordance with the provisions of such Counsel, accountant, appraiser or other expert or advisorArticle Seven. (f7) The Special 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. (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 Company Corporation or by the Special Warrant Agent, in relation to any matter arising in the administration of the agency its duties and obligations hereof.

Appears in 1 contract

Samples: Warrant Indenture (Vuzix Corp)

Evidence, Experts and Advisors. (a1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions hereof, provision hereof and in such form, form as may be is prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require requires by written notice to the Company. (b2) In the exercise of its rights and duties hereunder, any right or duty hereunder the Special Warrant Agent mayAgent, if it is acting in good faith, rely may 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 Company, certificates of the Company certificate or other evidence furnished to the Special Warrant Agent pursuant to a provision hereof or Applicable Legislation or pursuant to a request of the Special Warrant Agent, provided that such evidence complies with the applicable requirements of this Indenture. (c3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection (1) be in the Company will deposit with form of a statutory declaration, the Special 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 will, in each and every such case, be conditions precedent to the right lieu of a certificate of the Company to have the Special Warrant Agent take the action to be based thereonrequired by any provision hereof. (d4) Any statutory declaration may be made by one or more officers or Directors of the Company. (5) Proof of the execution of an instrument in writing, including writing by a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating that the person signing such the instrument acknowledged to it him the execution thereof, or by an affidavit of a witness to such execution the execution, or in any other manner which that the Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrumentconsiders adequate. (e6) The Special Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisors advisers as it may reasonably require requires for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of themthem payable by the Company in accordance with Section 4.4, without taxation of costs of any Counsel, counsel and will not be responsible for any misconduct or negligence on the part of any such experts or advisors of them who have has been appointed selected with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisor. (f7) The Special Warrant Agent may act and rely and shall 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 require such opinions, accountantstatutory declarations, appraiserreports, engineer certificates or other expert evidence as it, acting reasonably, considers necessary or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation to any matter arising advisable in the administration of the agency hereofcircumstances.

Appears in 1 contract

Samples: Warrant Indenture (Adherex Technologies Inc)

Evidence, Experts and Advisors. (a1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions hereof, provision hereof and in such form, form as may be is prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require requires by written notice to the Company. (b2) In the exercise of its rights and duties hereunder, any right or duty hereunder the Special Warrant Agent mayAgent, if it is acting in good faith, rely may 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 Company, certificates of the Company certificate or other evidence furnished to the Special Warrant Agent pursuant to a provision hereof or Applicable Legislation or pursuant to a request of the Special Warrant Agent, provided that such evidence complies with the applicable requirements of this Indenture. (c3) Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection (1) be in the Company will deposit with form of a statutory declaration, the Special 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 will, in each and every such case, be conditions precedent to the right lieu of a certificate of the Company to have the Special Warrant Agent take the action to be based thereonrequired by any provision hereof. (d4) Any statutory declaration may be made by one or more officers or Directors of the Company. (5) Proof of the execution of an instrument in writing, including writing by a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating that the person signing such the instrument acknowledged to it him the execution thereof, or by an affidavit of a witness to such execution the execution, or in any other manner which that the Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrumentconsiders adequate. (e6) The Special Warrant Agent may employ or retain such Counselcounsel, accountants, engineers, appraisers or other experts or advisors advisers as it may reasonably require requires for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of themthem payable by the Company in accordance with Section 4.3, without taxation of costs of any Counsel, counsel and will not be responsible for any misconduct or negligence on the part of any such experts or advisors of them who have has been appointed selected with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisor. (f) The Special Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or opinion, advice of or information obtained from any Counseloutside counsel, accountant, appraiser, engineer accountant or other expert or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation relating to any matter arising in the administration of this Indenture. (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 agency hereofcircumstances.

Appears in 1 contract

Samples: Common Share Purchase Warrant Indenture (Primero Mining Corp)

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will Corporation shall furnish to the Special Warrant Agent Trustee such additional evidence of compliance with any provisions hereof, provision hereof and in such form, form as may be prescribed by Applicable Legislation applicable legislation or as the Special Warrant Agent Trustee may reasonably require by written notice to the CompanyCorporation. (b) In the exercise of its rights rights, duties and duties hereunderobligations, the Special Warrant Agent Trustee may, if it is acting in good faith, rely upon statutory declarations, opinions, reports, certificates or other evidence referred to in Subsection 13.3(a) 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 Company, certificates of the Company or other evidence furnished to the Special Warrant Agent pursuant to a request of the Special Warrant Agenttherein, provided that the Trustee examines the same in order to determine whether such evidence complies indicates compliance with the applicable requirements of this Indenture. (c) Whenever it is provided applicable legislation requires that evidence referred to in this Indenture or under Applicable Legislation that Subsection 13.3(a) be in the Company will deposit with form of a statutory declaration, 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 Trustee may accept such statutory declaration in all such documents so deposited will, in each and every such case, be conditions precedent to the right lieu of a Certificate of the Company to have Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Special Warrant Agent take President, Chief Executive Officer or Chief Financial Officer or a director of the action to be based thereonCorporation. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, writing by any Special Warrantholder Debentureholder may be made by the certificate of a notary public, public or other officer with similar powers, stating that the person signing such instrument acknowledged to it him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Special Warrant Agent Trustee may consider adequate and in the case respect of a Special Warrantholder that is a corporationcorporate Debentureholder, will shall include a certificate of incumbency of such Special Warrantholder Debentureholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Agent Trustee may employ or retain such Counsel, accountants, engineers, appraisers or other experts or advisors 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 will 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 advisors who have been appointed with due care of them. Any remuneration so paid by the Special Warrant Agent. The Company will pay or reimburse Trustee shall be repaid to the Special Warrant Agent for any reasonable remunerationTrustee by the Corporation or, expenseson enforcement by the Trustee hereunder, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisorin accordance with Subsection 8.7(a). (f) The Special Warrant Agent Trustee may act retain legal counsel and advisors as may be reasonably required for the purpose of discharging its duties or determining its rights under this Indenture, and may rely and shall be protected in acting and relying in good faith on act upon the opinion or advice of such counsel or information advisor whether obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company Trustee or by the Special Warrant AgentCorporation and shall not be responsible for the negligent actions or misconduct of such parties. The Corporation shall pay or reimburse the Trustee for any reasonable fees, in relation to any matter arising in the administration expenses and disbursements of the agency hereofsuch counsel or advisors.

Appears in 1 contract

Samples: Trust Indenture

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will furnish to the Special Warrant Agent Trustee such additional evidence of compliance with any provisions provision hereof, and in such form, as may be is prescribed by Applicable Legislation or as the Special Warrant Agent Trustee may reasonably require by written notice to the Company. (b) . In the exercise of its rights and duties right or duty hereunder, the Special Warrant Agent Trustee may, if it is acting in good faith, rely as to the truth of the statements and or the accuracy of the opinions expressed in therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Company, certificates of the Company or other evidence furnished to the Special Warrant Agent Trustee pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Special Warrant AgentTrustee, provided the evidence complies with Applicable Legislation and that the Trustee examines such evidence and determines that it complies with the applicable requirements of this Indenture. (c) . Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in subsection 10.3(1) be in the Company will deposit with form of a statutory declaration, the Special Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that Trustee 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 will, in each and every such case, be conditions precedent to the right lieu of a certificate of the Company to have required by any provision hereof. Any statutory declaration may be made by one or more of the Special Warrant Agent take officers of the action to be based thereon. (d) Company. Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, writing by any Special the Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating that the person signing such the instrument acknowledged to it him the execution thereof, or by an affidavit of a witness to such execution the execution, or in any other manner which that the Special Warrant Agent Trustee may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) adequate. The Special Warrant Agent Trustee may employ or retain such Counselcounsel, accountants, appraisers engineers, appraisers, or other experts or advisors 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 will not be responsible for any misconduct or negligence on the part of any such experts or advisors of them who have has been appointed selected with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisorTrustee. (f) 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 Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Warrant Indenture (Vista Gold Corp)

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Company will furnish shall provide to the Special Warrant Receipt Agent such additional evidence of compliance with any provisions provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Receipt Agent may reasonably require by written notice to the Company. (b) In the exercise of its rights and duties hereunder, the Special Warrant 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 Company, certificates of the Company or other evidence furnished to the Special Warrant Receipt Agent pursuant to any provision of this Agreement or Applicable Legislation, or pursuant to a request of the Special Warrant Receipt Agent, provided that such evidence complies with the applicable requirements of this Indenture. (c) Whenever it is provided in this Indenture Agreement or under Applicable Legislation that the Company will shall deposit with the Special Warrant Receipt Agent resolutions, certificates, certificates ,reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith thereof on the effective date thereof and the facts and opinions stated in all such documents so deposited willshall, in each and every such case, be conditions precedent to the right of the Company to have the Special Warrant Receipt Agent take the action to be based thereon. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating 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 Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Receipt Agent may employ or retain such Counselcounsel, accountants, appraisers appraisers, or other experts or advisors advisers as it may reasonably require requires for the purpose of determining and discharging its rights and duties hereunder and may pay the reasonable remuneration and disbursements for all services so performed by any of them, without taxation of them and the reasonable costs of any Counselsuch services shall be added to and be part of the Receipt Agent’s fees, and the Receipt Agent will not be responsible for any misconduct or gross negligence on the part of any such experts or advisors of them who have has been appointed selected with due care by the Special Warrant Receipt Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisor. (f) The Special Warrant 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 Counselcounsel, accountant, appraiser, engineer accountant or other expert or adviseradvisor, whether retained or employed by the Company or by the Special Warrant Receipt Agent, in relation to any matter arising in the administration of the agency duties and obligations hereof. Fees or expenses incurred under this Section 9.5 hereof shall be repayable in accordance with Section 5.3 hereof. (e) Whenever Applicable Legislation requires that evidence referred to in Subsection 9.5(a) hereof be in the form of a statutory declaration, the Receipt 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 one or more of the directors and officers of the Company.

Appears in 1 contract

Samples: Subscription Receipt Agreement (Americas Silver Corp)

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Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Company Corporation will furnish to the Special Warrant Agent Subscription Receipt Trustee such additional evidence of compliance with any provisions provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Agent Subscription Receipt Trustee may reasonably require by written notice to the CompanyCorporation. (b) In the exercise of its rights and duties hereunder, the Special Warrant Agent Subscription Receipt Trustee 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 CompanyCorporation, certificates of the Company Corporation, or other evidence furnished to the Special Warrant Agent Subscription Receipt Trustee pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Special Warrant AgentSubscription Receipt Trustee, provided that such evidence complies with Applicable Legislation and that the Subscription Receipt Trustee complies with Applicable Legislation and that the Subscription Receipt Trustee examines the same and determines that such evidence complies with the applicable requirements of this IndentureAgreement. (c) Whenever it is provided in this Indenture Agreement or under Applicable Legislation that the Company Corporation will deposit with the Special Warrant Agent Subscription Receipt 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 will, in each and every such case, be conditions precedent to the right of the Company Corporation to have the Special Warrant Agent Subscription Receipt Trustee take the action to be based thereon. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating 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 Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Agent Subscription Receipt Trustee may employ or retain such Counsel, accountants, appraisers or other experts or advisors 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 will the Subscription Receipt Trustee is not be responsible for any misconduct or negligence on the part of any such experts or advisors who have been appointed with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisorSubscription Receipt Trustee. (f) 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 Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Subscription Receipt Agreement (Australian Canadian Oil Royalties LTD)

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this IndentureAgreement, the Company will furnish and Kitrinor shall provide to the Special Warrant Receipt Agent such additional evidence of compliance with any provisions provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Receipt Agent may reasonably require by written notice to the CompanyCompany or Kitrinor. (b) In the exercise of its rights and duties hereunder, the Special Warrant 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 CompanyCompany or Kitrinor, certificates of the Company or Kitrinor, other evidence furnished to the Special Warrant Receipt Agent pursuant to any provision of this Agreement or Applicable Legislation, or pursuant to a request of the Special Warrant Receipt Agent, provided that such evidence complies with Applicable Legislation and that the Receipt Agent complies with Applicable Legislation and that the Receipt Agent examines such evidence and determines that it complies with the applicable requirements of this IndentureAgreement. (c) Whenever it is provided in this Indenture Agreement or under Applicable Legislation that the Company will or Kitrinor shall deposit with the Special Warrant Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith thereof on the effective date thereof and the facts and opinions stated in all such documents so deposited willshall, in each and every such case, be conditions precedent to the right of the Company and Kitrinor to have the Special Warrant Receipt Agent take the action to be based thereon. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating 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 Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Receipt Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisors 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 will shall not be responsible for any misconduct or negligence on the part of any such experts or advisors who have been appointed with due care by the Special Warrant Receipt Agent. The Company will pay Fees or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisorexpenses incurred under this Section 9.5 hereof shall be repayable in accordance with Section 5.3 hereof. (fe) The Special Warrant Whenever Applicable Legislation requires that evidence referred to in Subsection 10.5(a) hereof be in the form of a statutory declaration, the Receipt Agent may act and rely and shall be protected accept such statutory declaration in acting and relying in good faith on the opinion or advice lieu of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by a certificate of the Company or Kitrinor required by the Special Warrant Agent, in relation to any matter arising in the administration provision hereof. Any such statutory declaration may be made by one or more of the agency hereofdirectors and officers of the Company or Kitrinor, as applicable.

Appears in 1 contract

Samples: Subscription Receipt Agreement (Scythian Biosciences Corp.)

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions hereof, in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require by written notice to the Company. (b) 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 Company, certificates of the Company 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. (c) Whenever it is provided in this Indenture or under Applicable Legislation that the Company will 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 will, in each and every such case, be conditions precedent to the right of the Company to have the Special Warrant Agent take the action to be based thereon. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders' Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating 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 Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisors 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 will not be responsible for any misconduct or negligence on the part of any such experts or advisors who have been appointed with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisor. (f) 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 Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Special Warrant Indenture

Evidence, Experts and Advisors. (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions hereof, in such form, as may be prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require by written notice to the Company. (b) 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 Company, certificates of the Company 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. (c) Whenever it is provided in this Indenture or under Applicable Legislation that the Company will 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 will, in each and every such case, be conditions precedent to the right of the Company to have the Special Warrant Agent take the action to be based thereon. (d) Proof of the execution of an instrument in writing, including a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating 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 Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. (e) The Special Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisors 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 will not be responsible for any misconduct or negligence on the part of any such experts or advisors who have been appointed with due care by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances of such Counsel, accountant, appraiser or other expert or advisor. (f) 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 Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Appears in 1 contract

Samples: Special Warrant Indenture (Bunker Hill Mining Corp.)

Evidence, Experts and Advisors. (a) 8.2.1 In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company will furnish to the Special Warrant Agent such additional evidence of compliance with any provisions hereof, provision hereof and in such form, form as may be is prescribed by Applicable Legislation or as the Special Warrant Agent may reasonably require requires by written notice to the Company. (b) 8.2.2 In the exercise of its rights and duties hereunder, any right or duty hereunder the Special Warrant Agent mayAgent, if it is acting in good faith, rely may 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 Company, certificates of the Company certificate or other evidence furnished to the Special Warrant Agent pursuant to a provision hereof or Applicable Legislation or pursuant to a request of the Special Warrant Agent, provided that such evidence complies with the applicable requirements of this Indenture. (c) 8.2.3 Whenever it is provided in this Indenture or under Applicable Legislation requires that evidence referred to in Section 8.2.1 be in the Company will deposit with form of a statutory declaration, the Special 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 will, in each and every such case, be conditions precedent to the right lieu of a certificate of the Company to have the Special Warrant Agent take the action to be based thereonrequired by any provision hereof. (d) 8.2.4 Any statutory declaration may be made by one or more authorized officers or Directors of the Company. 8.2.5 Proof of the execution of an instrument in writing, including writing by a Special Warrantholders’ Request, by any Special Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, stating that the person signing such the instrument acknowledged to it him the execution thereof, or by an affidavit of a witness to such execution the execution, or in any other manner which that the Special Warrant Agent may consider adequate and in the case of a Special Warrantholder that is a corporation, will include a certificate of incumbency of such Special Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrumentconsiders adequate. (e) 8.2.6 The Special Warrant Agent may employ or retain such Counselcounsel, accountants, appraisers or other experts or advisors advisers as it may reasonably require requires for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of themthem payable by the Company in accordance with Section 4.3, without taxation of costs of any Counsel, counsel and will not be responsible for any misconduct or negligence on the part of any such experts or advisors of them who have has been appointed with due care selected in good faith by the Special Warrant Agent. The Company will pay or reimburse the Special Warrant Agent for any reasonable remuneration, expenses, disbursements and advances in conformity with the standard of such Counsel, accountant, appraiser or other expert or advisorcare in Section 8.1.1 hereof. (f) 8.2.7 The Special Warrant Agent may act and rely and shall 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 require such opinions, accountantstatutory declarations, appraiserreports, engineer certificates or other expert evidence as it, acting reasonably, considers necessary or adviser, whether retained or employed by the Company or by the Special Warrant Agent, in relation to any matter arising advisable in the administration of the agency hereofcircumstances.

Appears in 1 contract

Samples: Share Purchase Warrant Indenture (ConPharm)

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