Common use of Financial and Tax Representations Clause in Contracts

Financial and Tax Representations. (a) Other than as disclosed in the financial statements of the Company dated August 31, 2004 (a copy of which is attached as Schedule 4 to this Agreement) and other than liabilities incurred in the normal course of the Business since August 31, 2004, there are no liabilities, contingent or otherwise, of the Company which have not been disclosed to the Purchasers and the Company has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation. There are no liabilities of any other party capable of creating a lien, claim, encumbrance or charge on any of the assets of the Company. (b) Save and except for the Shareholder Loans and accounts payable of the Company in the amount of $38,383.43 owing by the Company to the Vendor and accounts receivable of the Company in the amount of $1,129.81 owing by the Vendor to the Company, the Company is not indebted to the Vendor or any affiliate, director, officer or employee of the Company. The Vendor is lawfully entitled to be repaid the Shareholder Loans and holds the Shareholder Loans free of all encumbrances. The Vendor has not assigned the Shareholder Loans or any right, title or interest therein to any other person. The Shareholder Loans have not been forgiven, settled, waived or repaid, is payable on demand and does not bear interest. (c) Neither the Vendor nor any affiliate, officer, director or employee of the Company is now indebted or under obligation to the Company on any account. (d) Since July 30, 2004, no dividend or other distribution on any shares in the capital of the Company has been made, declared or authorized and the Company has neither purchased nor redeemed nor agreed to purchase or redeem any of the Shares. (e) Other than salary, wages, compensation, bonus, pension benefits and reimbursement of expenses, no payment of any kind has been made or authorized by the Company since July 30, 2004 to or on behalf of the Vendor or to or on behalf of officers, directors or shareholders of the Company. Since July 30, 2004, the Company has not paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of the Company except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee. (1) Since July 30, 2004: (i) [Intentionally deleted]. (ii) the Company has not waived or surrendered any right of material value; (iii) the Company has not discharged or satisfied or paid any lien, claim, charge, encumbrance or obligation or liability except in the ordinary course of business; (iv) the Business has been carried on in the ordinary course; and (v) no capital expenditures in excess of $5,000.00 have been authorized or made.

Financial and Tax Representations. (a) Other than as disclosed Subject to the next following sentence, the Financial Statements are true and correct in every material respect and present fairly the assets, liabilities and financial statements position of the Company dated as at August 3115, 2004 2002 and the results of its operations to that date, in accordance with generally accepted accounting principles. Notwithstanding the foregoing, the Vendor makes no representation or warranty, express or implied, concerning the Company’s Tax Pools prior to August 19, 1991 (a copy the date as of which is attached as Schedule 4 to this Agreement) and other than liabilities incurred in the normal course Vendor acquired control of the Business since Company). The Company’s Tax Pools as of such date were: CDE $226,828; CEE $2,521,226. The Purchaser acknowledges and agrees that it must rely on its own investigation and inquiries with respect to the Company’s Tax Pools as of August 3119, 2004, there 1991. (b) There are no liabilities, contingent or otherwise, of the Company which have are not been disclosed to or reflected in the Purchasers Financial Statements or elsewhere in this Agreement and the Company has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation. There are no liabilities of any other party capable of creating a lien, claim, encumbrance or charge on any of the assets of the Company. (bc) Save and except for the Shareholder Loans and accounts payable of the Company in the amount of $38,383.43 owing by the Company to the Vendor and accounts receivable of the Company in the amount of $1,129.81 owing by the Vendor to the Company, the The Company is not indebted to the Vendor or any affiliate, director, officer or employee of the Company. The Company or the Vendor is lawfully entitled except and to be repaid the Shareholder Loans extent as shown on the Financial Statements (and holds such indebtedness includes the Shareholder Loans free of all encumbrances. The Vendor has not assigned the Shareholder Loans or any right, title or interest therein to any other person. The Shareholder Loans have not been forgiven, settled, waived or repaid, is payable on demand and does not bear interestInter-Corporate Indebtedness). (cd) Neither the Vendor nor any affiliate, officer, director or employee of the Company or the Vendor is now indebted or under obligation to the Company on any account, except as shown on the Financial Statements. (de) Since July 30August 15, 20042002, no dividend or other distribution on any shares in the capital of the Company has been made, declared or authorized and the Company has neither purchased nor redeemed nor agreed to purchase or redeem any of the Shares. (ef) Other than salary, wages, compensation, bonus, pension benefits and reimbursement of expenses, no No payment of any kind has been made or authorized by the Company since July 30August 15, 2004 2002 to or on behalf of the Vendor or to or on behalf of officers, officers or directors or shareholders of the Company. Since July 30August 15, 2004, 2002 the Company has not paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of the Company or the Vendor except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee. (1g) Since July 30August 15, 20042002: (i) [Intentionally deleted].there has not been any material adverse change in the financial position or condition of the Company or any damage, loss or other material adverse change in circumstances affecting the business or assets of the Company or its right or capacity to carry on business; (ii) the Company has not waived or surrendered any right of material value; (iii) the Company has not discharged or satisfied or paid any lien, claim, charge, encumbrance or obligation or liability except in the ordinary course of business; (iv) no management fees have been paid or are payable by the Business Company to any party; (v) the business of the Company has been carried on in the ordinary course; and (vvi) no capital expenditures in excess of $5,000.00 have been authorized or made. (h) All material transactions of the Company have been promptly and properly recorded or filed in or with its respective books and records. The minute books of the Company contain records of all the meetings and proceedings of shareholders and directors of the Company. (i) All tax returns and reports of the Company required by law to be filed before the date of this Agreement have been filed and are true, complete and correct. All taxes and other government charges have been paid or accrued and there will be no unpaid taxes or government charges in respect of the period ending on the Closing Date. (j) Adequate provision has been made for taxes payable for each current period for which tax returns are not yet required to be filed, and there are no waivers or other arrangements providing for an extension of time for the filing of any tax return, or payment of any tax, government charge or deficiency, by the Company. (k) The Vendor is not a non-resident of Canada (as defined in the Income Tax Act). (l) The Company has been assessed for federal and provincial income tax for all years to and including the fiscal year end of the Company ended November 30, 2000. (m) The Company has not prior to the date hereof: (i) made any election under the Income Tax Act with respect to the acquisition or disposition of any property; (ii) made any election with respect to the payment out of the capital dividend account of the Company; (iii) acquired or had the use of any property from a person with whom it was not dealing with at arm’s length; (iv) disposed of anything to a person with whom the Company was not dealing at arm’s length for proceeds less than fair market value thereof; or (v) discontinued carrying on any business in respect of which its non-capital losses were incurred. (n) Except for the election described in Section 6.6, the Company has made all elections required to be made under the Income Tax Act in connection with any distributions by the Company and all such elections were true and correct and in the prescribed form and were made within the prescribed time periods. (o) There are no amounts outstanding and unpaid for which the Company has previously claimed a deduction under the Income Tax Act.

Financial and Tax Representations. (a) Other than as disclosed the Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles, consistently applied, are true and correct in every material respect and present fairly the assets, liabilities and financial statements position of the Company dated August as at May 31, 2004 (2003 and the results of its operations to that date, in accordance with generally accepted accounting principles applied on a copy of which is attached as Schedule 4 to this Agreement) and other than liabilities incurred in the normal course basis consistent with that of the Business since August 31, 2004, there previous year. (b) There are no liabilities, contingent or otherwise, of the Company which have are not been disclosed to or reflected in the Purchasers Financial Statements except those incurred in the ordinary course of business and the Company has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation. There are no liabilities of any other party capable of creating a lien, claim, encumbrance or charge on any of the assets of the Company. (bc) Save and except for the Shareholder Loans and accounts payable of the Company in the amount of $38,383.43 owing by the Company to the Vendor and accounts receivable of the Company in the amount of $1,129.81 owing by the Vendor to the Company, the The Company is not indebted to the Vendor Vendors or any of them or any affiliate, director, officer or employee of the Company. The Vendor is lawfully entitled to be repaid Company except as shown on the Shareholder Loans and holds the Shareholder Loans free of all encumbrances. The Vendor has not assigned the Shareholder Loans or any right, title or interest therein to any other person. The Shareholder Loans have not been forgiven, settled, waived or repaid, is payable on demand and does not bear interestFinancial Statements. (cd) Neither the Vendor Vendors nor any of them, nor any affiliate, officer, director or employee of the Company is now indebted or under obligation to the Company on any account. (de) Since July 30May 31, 20042003, no dividend or other distribution on any shares in the capital of the Company has been made, declared or authorized and the Company has neither purchased nor redeemed nor agreed to purchase or redeem any of the Shares. (ef) Other than salary, wages, compensation, bonus, pension benefits and reimbursement of expenses, no No payment of any kind has been made or authorized by the Company since July 30May 31, 2004 2003 to or on behalf of the Vendor Vendors or to or on behalf of officers, directors or shareholders of the Company. Since July 30May 31, 2004, 2003 the Company has not paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of the Company except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee. (1g) Since July 30May 31, 20042003: (i) [Intentionally deleted].there has not been any material adverse change in the financial position or condition of the Company or any damage, loss or other material adverse change in circumstances affecting the Business or assets of the Company or its right or capacity to carry on business; (ii) the Company has not waived or surrendered any right of material value; (iii) the Company has not discharged or satisfied or paid any lien, claim, charge, encumbrance or obligation or liability except in the ordinary course of business; (iv) the Business has been carried on in the ordinary course; and (v) no capital expenditures in excess of $5,000.00 10,000 have been authorized or made. (h) All material transactions of the Company have been promptly and properly recorded or filed in or with its respective books and records. The minute books of the Company contain records of all the meetings and proceedings of shareholders and directors of the Company. (i) The Company has not filed any tax returns, but all taxes and other government charges have been paid or accrued and there will be no unpaid taxes or government charges in respect of the period ending July 15, 2003, except for payroll tax remittances for the month of June, 2003. (j) The Company has not been assessed for federal or provincial taxes. (k) Adequate provision has been made for taxes payable for each current period for which tax returns are not yet required to be filed, and there are no waivers or other arrangements providing for an extension of time for the filing of any tax return, or payment of any tax, government charge or deficiency, by the Company. (l) The Company has made all elections required to be made under the ITA in connection with any distributions by the Company and all such elections were true and correct. (m) Under the ITA and the Income Tax Act of British Columbia, the Company has been since its incorporation and is now a Canadian-controlled private corporation. (n) The Company has not before the date of this Agreement: (i) acquired any asset from a person with whom it was not dealing at arm's length; or (ii) disposed of anything to a person with whom the Company was not dealing at arm's length for proceeds less than the fair market value.

Financial and Tax Representations. (a) Other than The Company has, and the Company will have at the Closing Date, positive working capital and sufficient funds on hand to satisfy obligations as disclosed they become due. (b) Except as set out in Schedule 1, on the financial statements date hereof and as of the Closing Date, there is no single current liability of the Company dated August 31in excess of $10,000. On the date hereof, 2004 (a copy and as of the Closing Date, there will be no more than $10,000 in current liabilities excluding salaries, all of which is attached as Schedule 4 to this Agreement) and other than liabilities were incurred in the normal ordinary course of business. Except as set out in Schedule 1, on the Business since August 31, 2004date hereof and as of the Closing Date, there is no long term liabilities of the Company. There are no liabilities, contingent or otherwise, of the Company which have not been disclosed to except those incurred in the Purchasers ordinary course of business and the Company has not guaranteed, or agreed to guarantee, any debt, liability liability, or other obligation of any person, firm firm, or corporation. There are no liabilities of any other party capable of creating a lien, claim, encumbrance encumbrance, or charge on any of the assets of the Company. (bc) Save and except for the Shareholder Loans and accounts payable of the Company in the amount of $38,383.43 owing by the Company to the Vendor and accounts receivable of the Company in the amount of $1,129.81 owing by the Vendor to the Company, the The Company is not indebted to the Vendor or any affiliateAffiliate, director, officer officer, or employee of the Company. The Vendor is lawfully entitled to be repaid the Shareholder Loans and holds the Shareholder Loans free of all encumbrances. The Vendor has not assigned the Shareholder Loans or any right, title or interest therein to any other person. The Shareholder Loans have not been forgiven, settled, waived or repaid, is payable on demand and does not bear interest. (cd) Neither the Vendor nor any affiliateAffiliate, officer, director director, or employee of the Company is now indebted or under obligation to the Company on any account. (de) Since July 30Except as disclosed to Phyto with respect to dividends paid to Lim as compensation for his position as Medical Director of the Company, 2004since inception, no dividend or other distribution on any shares in the capital of the Company has been made, declared declared, or authorized and the Company has neither purchased nor redeemed nor agreed to purchase or redeem any of the Shares. (ef) Other than salary, wages, compensation, bonus, pension benefits Except for consulting payments to Lim under a consulting agreement between the Company and reimbursement of expensesLim, no payment of any kind has been made or authorized by the Company since July 30, 2004 inception to or on behalf of the Vendor or to or on behalf of officers, directors directors, or shareholders of the Company. Since July 30, 2004inception, the Company has not paid or agreed to pay any compensation, pension, bonus, share of profits profits, or other benefit to, or for the benefit of, any employee, director director, or officer of the Company except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer officer, or management employee. (1g) Since July 30, 2004inception: (i) [Intentionally deleted].there has not been any material adverse change in the affairs, business, prospects, operations, or condition of the Company, financial or otherwise, or any damage, loss, or other material adverse change in circumstances affecting the affairs, business, prospects, operations, or condition of the Company, the Business or assets or its right or capacity to carry on business; (ii) the Company has not waived or surrendered any right of material value; (iii) the Company has not discharged or satisfied or paid any lien, claim, charge, encumbrance encumbrance, or obligation or liability except in the ordinary course of business; (iv) the Business has been carried on in the ordinary course; and (v) no capital expenditures in excess of $5,000.00 10,000.00 have been authorized or made. (h) The Company is the owner with good and marketable title, free and clear of all liens, claims, charges, encumbrances, and any other rights of others, of all assets, except only such assets of the Company as have been disposed of in the usual and ordinary course of business since inception and of all assets acquired by the Company since inception. (i) All material transactions of the Company have been promptly and properly recorded or filed in or with its respective books and records. The minute books of the Company contain records of all the meetings and proceedings of shareholders and directors of the Company. (j) All tax returns and reports of the Company required by law to be filed before the date of this Agreement have been filed and are true, complete, and correct. All taxes and other government charges have been paid or accrued and there will be no unpaid taxes or government charges in respect of the period ending August 31, 2020. (k) The Company has been assessed for federal and provincial taxes for all years to and including the fiscal year ending August 31, 2020 and has been assessed with respect to the applicable tax return for the year ended August 31, 2020. (l) Adequate provision has been made for taxes payable for each current period for which tax returns are not yet required to be filed, and there are no waivers or other arrangements providing for an extension of time for the filing of any tax return, or payment of any tax, government charge, or deficiency, by the Company. (m) The Company has made all elections required to be made under the Income Tax Act of Canada in connection with any distributions by the Company and all such elections were true and correct. (n) The Vendor is not a non-resident of Canada (as defined in the Income Tax Act of Canada). (o) Under the Income Tax Act of Canada, the Company has been since its incorporation and is now a Canadian-controlled private corporation. (p) The Company has not before the date of this Agreement: (i) acquired any asset from a person with whom it was not dealing at arm's length except as set out in Schedule 5; or (ii) disposed of anything to a person with whom the Company was not dealing at arm's length for proceeds less than the fair market value.

Financial and Tax Representations. (a) Other than The Financial Statements are true and correct in every material respect and present fairly the assets, liabilities and financial position of the A SUB as disclosed in at November 30, 2002 and the results of operations to that date. (b) There are no financial statements for the Company however, to the best of the Company dated August 31, 2004 (a copy of which is attached as Schedule 4 to this Agreement) and other than liabilities incurred in the normal course knowledge of the Business since August 31Vendor having acted in a commercially reasonable fashion, 2004the Company’s records have been kept by PriceWaterhouseCoopers in accordance with applicable law. (c) To the best of the knowledge of the Vendor having acted in a commercially reasonable fashion, there are no material liabilities, contingent or otherwise, of the Company or the A SUB which have are not been disclosed to or reflected in the Purchasers and Financial Statements of A SUB or elsewhere in this Agreement except those incurred in the ordinary course of business. Neither the Company nor the A SUB has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation. There are no liabilities of any other party capable of creating a lien, claim, encumbrance or charge on any of the assets of the Company. (bd) Save and except for the Shareholder Loans and accounts payable of Neither the Company in nor the amount of $38,383.43 owing by the Company A SUB is indebted to the Vendor and accounts receivable of the Company in the amount of $1,129.81 owing by the Vendor to the CompanyVendor, the Company is not indebted to the Vendor or any affiliate, director, officer or employee of the Company. The , the Vendor is lawfully entitled or the A SUB except and to be repaid the Shareholder Loans and holds extent as shown on the Shareholder Loans free of all encumbrances. The Vendor has not assigned the Shareholder Loans or any right, title or interest therein to any other person. The Shareholder Loans have not been forgiven, settled, waived or repaid, is payable on demand and does not bear interestFinancial Statements. (ce) Neither To the best of the knowledge of the Vendor having acted in a commercially reasonable fashion, neither the Vendor nor any affiliate, officer, director or employee of the Company Company, the Vendor or the A SUB is now indebted or under obligation to the Company or the A SUB on any account, except as shown on the Financial Statements. (df) Since July 30, 2004incorporation, no dividend or other distribution on any shares in the capital of the Company or the A SUB has been made, declared or authorized and neither the Company nor the A SUB has neither purchased nor redeemed nor agreed to purchase or redeem any of the Shares or the Argentina Shares. (eg) Other than salarySince incorporation, wages, compensation, bonus, pension benefits and reimbursement of expenses, no payment of any kind has been made or authorized by neither the Company since July 30, 2004 to or on behalf of nor the Vendor or to or on behalf of officers, directors or shareholders of the Company. Since July 30, 2004, the Company A SUB has not paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of the Company Company, the Vendor or the A SUB except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee. (1h) Since July 30incorporation, 2004: (i) [Intentionally deleted]. (ii) the business of the Company has not waived or surrendered any right of material value; (iii) and the Company has not discharged or satisfied or paid any lien, claim, charge, encumbrance or obligation or liability except in the ordinary course of business; (iv) the Business A SUB has been carried on in the ordinary course; and. (vi) no capital expenditures in excess All material transactions of $5,000.00 the Company and the A SUB have been authorized promptly and properly recorded or madefiled in or with its respective books and records. The minute books of the Company and the A SUB contain records of all the meetings and proceedings of shareholders and directors of the Company and the A SUB. (j) To the best of the knowledge of the Vendor having acted in a commercially reasonable fashion, all tax returns and reports of the Company and the A SUB required by law to be filed before the date of this Agreement have been filed and are true, complete and correct and all taxes and other government charges have been paid or accrued and there will be no unpaid taxes or government charges in respect of the period ending on the Closing Date. (k) To the best of the knowledge of the Vendor having acted in a commercially reasonable fashion, adequate provision has been made for taxes payable for each current period for which tax returns are not yet required to be filed by the Company or the A SUB, and there are no waivers or other arrangements providing for an extension of time for the filing of any tax return, or payment of any tax, government charge or deficiency, by the Company or the A SUB. (l) To the best of the knowledge of the Vendor having acted in a commercially reasonable fashion, the Vendor is not aware of any reviews, reassessments, or queries regarding irregularities in respect of any tax filing or other like filing relating to the Company or the A SUB. (m) To the best of the knowledge of the Vendor having acted in a commercially reasonable fashion, both the Company and the A SUB have made all elections required to be made under applicable income tax legislation in connection with any distributions by the Company and all such elections were true and correct and in the prescribed form and were made within the prescribed time periods. (n) To the best of the knowledge of the Vendor having acted in a commercially reasonable fashion, there are no amounts outstanding and unpaid for which either the Company or the A SUB have previously claimed a deduction under the applicable Income Tax Act.

Financial and Tax Representations. (a) Other than The Company has, and the Company will have at the Closing Date, positive working capital and sufficient funds on hand to satisfy obligations as disclosed they become due. CW16951744.8 (b) Except as set out in Schedule 1, on the financial statements date hereof and as of the Closing Date, there is no single current liability of the Company dated August 31in excess of $10,000. On the date hereof, 2004 (a copy and as of the Closing Date, there will be no more than $10,000 in current liabilities excluding salaries, all of which is attached as Schedule 4 to this Agreement) and other than liabilities were incurred in the normal ordinary course of business. Except as set out in Schedule 1, on the Business since August 31, 2004date hereof and as of the Closing Date, there is no long term liabilities of the Company. There are no liabilities, contingent or otherwise, of the Company which have not been disclosed to except those incurred in the Purchasers ordinary course of business and the Company has not guaranteed, or agreed to guarantee, any debt, liability liability, or other obligation of any person, firm firm, or corporation. There are no liabilities of any other party capable of creating a lien, claim, encumbrance encumbrance, or charge on any of the assets of the Company. (bc) Save and except for the Shareholder Loans and accounts payable of the Company in the amount of $38,383.43 owing by the Company to the Vendor and accounts receivable of the Company in the amount of $1,129.81 owing by the Vendor to the Company, the The Company is not indebted to the Vendor or any affiliateAffiliate, director, officer officer, or employee of the Company. The Vendor is lawfully entitled to be repaid the Shareholder Loans and holds the Shareholder Loans free of all encumbrances. The Vendor has not assigned the Shareholder Loans or any right, title or interest therein to any other person. The Shareholder Loans have not been forgiven, settled, waived or repaid, is payable on demand and does not bear interest. (cd) Neither the Vendor nor any affiliateAffiliate, officer, director director, or employee of the Company is now indebted or under obligation to the Company on any account. (de) Since July 30Except as disclosed to Phyto with respect to dividends paid to Xxx as compensation for his position as Medical Director of the Company, 2004since inception, no dividend or other distribution on any shares in the capital of the Company has been made, declared declared, or authorized and the Company has neither purchased nor redeemed nor agreed to purchase or redeem any of the Shares. (ef) Other than salary, wages, compensation, bonus, pension benefits Except for consulting payments to Xxx under a consulting agreement between the Company and reimbursement of expensesLim, no payment of any kind has been made or authorized by the Company since July 30, 2004 inception to or on behalf of the Vendor or to or on behalf of officers, directors directors, or shareholders of the Company. Since July 30, 2004inception, the Company has not paid or agreed to pay any compensation, pension, bonus, share of profits profits, or other benefit to, or for the benefit of, any employee, director director, or officer of the Company except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer officer, or management employee. (1g) Since July 30, 2004inception: (i) [Intentionally deleted].there has not been any material adverse change in the affairs, business, prospects, operations, or condition of the Company, financial or otherwise, or any damage, loss, or other material adverse change in circumstances affecting the affairs, business, prospects, operations, or condition of the Company, the Business or assets or its right or capacity to carry on business; (ii) the Company has not waived or surrendered any right of material value; (iii) the Company has not discharged or satisfied or paid any lien, claim, charge, encumbrance encumbrance, or obligation or liability except in the ordinary course of business; (iv) the Business has been carried on in the ordinary course; and (v) no capital expenditures in excess of $5,000.00 10,000.00 have been authorized or made. (h) The Company is the owner with good and marketable title, free and clear of all liens, claims, charges, encumbrances, and any other rights of others, of all assets, except only such assets of the Company as have been disposed of in the usual and ordinary course of business since inception and of all assets acquired by the Company since inception. (i) All material transactions of the Company have been promptly and properly recorded or filed in or with its respective books and records. The minute books of the Company contain records of all the meetings and proceedings of shareholders and directors of the Company. (j) All tax returns and reports of the Company required by law to be filed before the date of this Agreement have been filed and are true, complete, and correct. All taxes and other government charges have been paid or accrued and there will be no unpaid taxes or government charges in respect of the period ending August 31, 2020. (k) The Company has been assessed for federal and provincial taxes for all years to and including the fiscal year ending August 31, 2020 and has been assessed with respect to the applicable tax return for the year ended August 31, 2020. (l) Adequate provision has been made for taxes payable for each current period for which tax returns are not yet required to be filed, and there are no waivers or other arrangements providing for an extension of time for the filing of any tax return, or payment of any tax, government charge, or deficiency, by the Company. (m) The Company has made all elections required to be made under the Income Tax Act of Canada in connection with any distributions by the Company and all such elections were true and correct. (n) The Vendor is not a non-resident of Canada (as defined in the Income Tax Act of Canada). (o) Under the Income Tax Act of Canada, the Company has been since its incorporation and is now a Canadian-controlled private corporation. (p) The Company has not before the date of this Agreement: (i) acquired any asset from a person with whom it was not dealing at arm's length except as set out in Schedule 5; or (ii) disposed of anything to a person with whom the Company was not dealing at arm's length for proceeds less than the fair market value.