Common use of Exchange Registration Clause in Contracts

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUG” and the TSX under the symbol “AUG,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering Documents, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the Company will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGUUUU” and the TSX under the symbol “AUGEFR,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the The Company will have has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Unit Shares, the Warrant Shares, the Additional Units and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements and the Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the TSX, and the Canadian Commissions, where applicable, required for the listing and trading of the Warrants and the Additional Warrants on the TSX, subject only to satisfying the TSX’s standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGGPL” and the TSX under the symbol “AUGGPR,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the The Company will have has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretarythe directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry within the scope of such person’s dutiesinquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) 7 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUG” "NAK" and the TSX under the symbol “AUG"NDM,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxXxxxxx X. Xxxxxxxx, President and & Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxxx Xxxxxx, Chief Financial Officer Officer, and Corporate Xxxxxx Xxxxxx, Company Secretary, in each case, after reasonable inquiry within the scope of such person’s 's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUG” "NAK" and the TSX under the symbol “AUG"NDM,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering Documents, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at The Company has obtained, or will obtain by the Closing Date, the Company will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxXxxxxx X. Xxxxxxxx, President and & Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxxx Xxxxxx, Chief Financial Officer Officer, and Corporate Xxxxxx Xxxxxx, Company Secretary, in each case, after reasonable inquiry within the scope of such person’s 's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGDNN” and the TSX under the symbol “AUG,” DML”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the Company will have obtained obtained, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Dxxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx XxxxxxxxxxMxx XxXxxxxx, Chief Operating Officer Executive Vice-President and Xxxxx Xxxx, Chief Financial Officer and Axxxxx Xxxxxxx, Corporate Counsel and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUG” "NAK" and the TSX under the symbol “AUG"NDM,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at The Company has obtained, or will obtain by the Closing Date, the Company will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxXxxxxx X. Xxxxxxxx, President and & Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxxx Xxxxxx, Chief Financial Officer Officer, and Corporate Xxxxxx Xxxxxx, Company Secretary, in each case, after reasonable inquiry within the scope of such person’s 's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGWRN” and the TSX under the symbol “AUG,” WRN”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering Documents, nor has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering Documents, the The Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at The Company has obtained, or will obtain by the Closing DateTime, the Company will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries Subsidiary and delivered to the Underwriters or U.S. counsel for the Underwriters (for the sole purpose of delivering negative assurance letters) in connection with the offering of the Offered Shares Offering shall be deemed to be a representation and warranty by the Company or the Material SubsidiariesSubsidiary, as the case may be, as to matters covered thereby, to each Underwriterthe Underwriters. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and warranties and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGGPL” and the TSX under the symbol “AUG,” GPR”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxX. Xxxxxxxxxx, President and & Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxx Xxxxx, Chief Financial Officer and Corporate Secretary, Xxxxx Peer, Vice President Operations, Mexico, Xxxxxxx Xxxxxxxxx, VP, Social Responsibility, Xxxxxxxxxxx Xxxxxxxx, VP, Finance and Xxxxxxxx Xxxxxxx, Vice President, Projects and Technical Services, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American Nasdaq Capital Market under the symbol “AUGDPRO,” and the TSX CSE under the symbol “AUGDPRO,” and the Frankfurt Exchange under the symbol “3U8,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the The Company will have has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Unit Shares and the Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means a statement as to the knowledge of Xxxx each of Cxxxxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive OfficerOfficer of the Company, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxPxxx Xxx, Chief Financial Officer of the Company and Corporate SecretaryPxxx Xxxxxx, Chief Operating Officer, about the facts and circumstances to which such subject matter is at issue, in each case, after reasonable inquiry within the scope of such person’s dutiesinquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American Nasdaq Capital Market under the symbol “AUGDPRO,” and the TSX CSE under the symbol “AUGDPRO,” and the Frankfurt Exchange under the symbol “3U8,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Time of Sale Prospectus and/or the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Time of Sale Prospectus and/or the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the The Company will have has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Unit Shares and the Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means a statement as to the knowledge of Xxxx each of Cxxxxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive OfficerOfficer of the Company, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxPxxx Xxx, Chief Financial Officer of the Company and Corporate SecretaryPxxx Xxxxxx, Chief Operating Officer, about the facts and circumstances to which such subject matter is at issue, in each case, after reasonable inquiry within the scope of such person’s dutiesinquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUG” "GPL" and the TSX under the symbol “AUG"GPR,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the The Company will have has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretarythe directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry within the scope of such person’s dutiesinquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUG” "GPL" and the TSX under the symbol “AUG,” "GPR", and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxXxx Xxxxxxxxx, President and & Chief Executive Officer, Xxxxxxx XxxxxxxxxxXxxx Xxxxxxxx, Chief Operating Officer and Xxxxx XxxxOfficer, Xxx Xxxxx, Chief Financial Officer and Corporate Secretary, Xxxxx Peer, Vice President Operations, Mexico, Xxxxxxx Xxxxxxxxx, VP, Social Responsibility, Xxxxx Xxxxxxxxxx, VP, Finance and Xxxxxxxx Xxxxxxx, Vice President, Projects and Technical Services, in each case, after reasonable inquiry within the scope of such person’s 's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American MKT under the symbol “AUGNAK” and the TSX under the symbol “AUGNDM,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering Documents, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the Company will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxXxx Xxxxxxxx, President and & Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxxxxxxx Snyman, Chief Financial Officer Officer, and Corporate Xxxxxx Xxxxxx, Company Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American Nasdaq Capital Market under the symbol “AUGVOXR” and the TSX under the symbol “AUGVOXR,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the The Company will have has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President Chairman and Chief Executive OfficerOfficer of the Company, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxxxxx Xxxxxx, Chief Financial Officer and Corporate Secretaryof the Company, in each case, after reasonable inquiry within the scope of such person’s dutiesinquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGNAK” and the TSX under the symbol “AUGNDM,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxXxx Xxxxxxxx, President and & Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxxxxxxx Snyman, Chief Financial Officer Officer, and Corporate Xxxxxx Xxxxxx, Company Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGAXU” and the TSX under the symbol “AUG,” AXU”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriterthe Underwriters. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGAUX” and the TSX under the symbol “AUG,” AXR”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President Cxxxxxx Xxxxxx (Chairman and Chief Executive Officer), Xxxxxxx XxxxxxxxxxBxxx Xxxxxx (President), Chief Operating Officer and Mxxxxxx Xxxxx Xxxx, (Chief Financial Officer Officer) and Corporate SecretaryAxxx McOnie (Vice President, Exploration), in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters Underwriter or counsel for the Underwriters Underwriter in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each the Underwriter. The Company acknowledges that the Underwriters Underwriter and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters Underwriter will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the U.S. Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGDNN” and the TSX under the symbol “AUGDML,” and the Company has taken no action designed to terminate the registration of the Common Shares under the U.S. Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering Documents, nor has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the Company will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx XxxxxxxxxxXxx XxXxxxxx, Chief Operating Officer Executive Vice-President and Xxxxx Xxxx, Chief Financial Officer and Xxxxxx Xxxxxxx, Corporate Counsel and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGNAK” and the TSX under the symbol “AUGNDM,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering DocumentsRegistration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx XxxxxxxXxxxxx X. Xxxxxxxx, President and & Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx XxxxXxxx Xxxxxx, Chief Financial Officer Officer, and Corporate Xxxxxx Xxxxxx, Company Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUGWRN” and the TSX under the symbol “AUG,” WRN”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering Documents, nor has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering Documents, the The Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing DateThe Company has obtained, the Company or will have obtained obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriterthe Underwriters. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.