Common use of Further Acknowledgments Clause in Contracts

Further Acknowledgments. The Subscriber acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Common Shares; (ii) there is no government or other insurance covering the Common Shares; (iii) there are risks associated with the purchase of the Common Shares; (iv) there are restrictions on the Subscriber’s ability to resell the Common Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Common Shares; (v) all certificates representing Common Shares held by the Subscriber will have a legend affixed thereto which describes certain resale restrictions applicable under Securities Laws applicable in the Designated Provinces and, if applicable, the United States; (vi) except for this Subscription Agreement and the Agency Agreement including the representations and warranties made by the Corporation therein, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or the Agent, such publicly available information having been delivered to the Subscriber without independent investigation or verification by the Agent, and agrees that the Agent and Agent’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges that the Corporation’s counsel and the Agent’s counsel are acting as counsel to the Corporation and the Agent, respectively, and not as counsel to the Subscriber. The Subscriber acknowledges and agrees that the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Common Shares under applicable Securities Laws. The Subscriber further agrees that acceptance of delivery of certificates for the Common Shares by or on behalf of the Subscriber on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Common Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common Shares. The Subscriber undertakes to notify the Agent immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

Further Acknowledgments. 23.1 The Subscriber acknowledges Holders shall be required and be bound to acknowledge and agree with the Depositary that: (ia) no securities commission the Depositary to shall not be obligated to carry out any act or similar regulatory authority has reviewed or passed on duty which it is not expressly required to carry out under the merits terms of the Common Sharesthis Deposit Agreement; (iib) there the Depositary and the Custodian rely on the Company and (to the extent the Company has appointed one) the Share Registrar to supply information relating to cash distributions, corporate actions, forthcoming meetings of the holders of those securities and other matters having a bearing on the rights of persons holding Depositary Receipts representing Company Securities and, accordingly, the content of the information made available to Holders and the time at which such information is available will reflect the content of and timing of the supply of information to the Depositary, the Custodian or its nominee, for which no government or other insurance covering the Common Sharesresponsibility is accepted; (iiic) there are risks associated with the purchase of Holder shall not cause or endeavor to cause the Common SharesDepositary, the Custodian or its nominee to make or assert any right or claim whatsoever against the Company or its officers; (ivd) there are restrictions the Depositary and the Custodian may, directly or through one or more agents, hold Holders’ money entitlements in bank accounts, pursuant to Section 18.2 above, on a pooled basis pending distribution and the Subscriber’s ability relevant bank may be entitled to resell the Common Shares and it is the responsibility combine funds held in a bank account with any other account of the Subscriber to find out what those restrictions are and to comply with them before selling Depositary or the Common SharesCustodian or their respective agents; (ve) all certificates representing Common Shares held by neither the Subscriber will have a legend affixed thereto which describes certain resale restrictions applicable under Securities Laws applicable Depositary nor the Custodian is responsible for the acts or omissions of any person who provides banking and related services in connection with the Designated Provinces andDeposited Securities, if applicableand the Holder further acknowledges and agrees that any such person is responsible only to any or both of the Depositary and the Custodian and undertakes to take no action to recover damages, the United Statescompensation or payment or remedy of any other nature from any such person; (vif) except the Depositary, Custodian or any affiliated companies or associates of each may act as agent for, provide banking, investment advisory, investment management and other services to, and generally engage in any kind of business with, others (including without limitation issuers of securities, money market instruments or other property purchased for this Subscription Agreement and the Agency Agreement including the representations and warranties made by the Corporation therein, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation Depositary) to the same extent as if the Depositary and/or Custodian were not a party to these arrangements. Nothing in this Deposit Agreement shall be deemed to restrict the right of the Depositary, the Custodian or the Agentaffiliated companies or associates of each to perform such services for any other person or entity; the performance of such services for others and the receipt of any fee, commission, spread or other compensation in relation to such publicly available information having been delivered service, business or activity will not be deemed to violate the Subscriber without independent investigation terms of this Deposit Agreement or verification give rise to any duty or obligation not specifically undertaken by the Agent, and agrees that the Agent and Agent’s counsel assume no responsibility Depositary or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges that the Corporation’s counsel and the Agent’s counsel are acting as counsel to the Corporation and the Agent, respectively, and not as counsel to the Subscriber. The Subscriber acknowledges and agrees that the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or Custodian under this Deposit Agreement; (if applicableg) the eligibility of others on whose behalf it is contracting hereunder Depositary shall not be under any duty to purchase bring legal proceedings against the Common Shares under applicable Securities Laws. The Subscriber further agrees that acceptance of delivery of certificates for the Common Shares by or Company on behalf of a Holder, and shall have no obligation to appear in, prosecute or defend any other action, suit or other proceeding in respect of any Deposited Securities or the Subscriber on Depositary Receipts; and if the Closing DateDepositary agrees to so act, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as do so only if they had been made fully indemnified by the Subscriber at Holder; and (h) nothing in this Deposit Agreement shall require the Closing Time Depositary to act in contravention of applicable law and that they shall survive the purchase by the Subscriber of the Common Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common Shares. The Subscriber undertakes to notify the Agent immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Timeregulation.

Further Acknowledgments. (a) The Subscriber Buyer has conducted its own independent review and analysis of the Sellers, the Business, and the assets (including the Transferred Assets), the Liabilities (including the Assumed Liabilities), the results of operations and the financial condition of the Business, and acknowledges that:that the Buyer and its Representatives have been provided access to the appropriate personnel, properties, premises and records of the Sellers for such purpose and that the Buyer and its Representatives have been provided with the opportunity to ask questions of the officers and management employees of the Sellers and to obtain such additional information about the Business and the assets (including the Transferred Assets), Liabilities (including the Assumed Liabilities), results of operations and financial condition of the Business as the Buyer and its Representatives have requested. (ib) no securities commission or similar regulatory authority Each Party is an informed and sophisticated participant in the transactions contemplated hereby and has reviewed or passed on undertaken such investigation, and the merits Parties and their respective Representatives have been provided with and have evaluated such documents and information together with appropriate expert advisors (both internal and external), as they have deemed necessary in connection with the execution, delivery and performance of the Common Shares;Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (iic) there is no government or other insurance covering the Common Shares; (iii) there are risks associated with the purchase In furtherance of the Common Shares; (iv) there are restrictions on the Subscriber’s ability to resell the Common Shares foregoing, and it is the responsibility not in limitation thereof, each Party acknowledges that none of the Subscriber Buyer, the Company, the Sellers or any of their respective Affiliates or Representatives is making or has made, and no Party is relying on nor has relied on, any representation or warranty, express or implied, at Law or in equity, with respect to find out what those restrictions are and to comply with them before selling the Common Shares; (v) all certificates representing Common Shares held by Buyer, Sellers or the Subscriber will have a legend affixed thereto which describes certain resale restrictions applicable under Securities Laws applicable in the Designated Provinces andBusiness, if as applicable, including with respect to the United States; (vi) except for accuracy or completeness of any information, documents or materials made available to any Party, whether orally or in writing, including in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Subscription Agreement and the Agency Agreement including Transaction Agreements, except for the representations and warranties made by that are expressly set forth in Article III, Article IV, the Corporation therein, it has relied solely upon publicly available information relating Transaction Agreements and the certificates delivered pursuant to this Agreement. (d) Notwithstanding anything to the Corporation and not upon contrary in this Agreement, nothing in this Section 11.6 shall limit the liability of any verbal Party for Fraud or written representation as to fact or otherwise made Willful Breach, in each case, committed by or on behalf of the Corporation or the Agent, such publicly available information having been delivered to the Subscriber without independent investigation or verification by the Agent, and agrees that the Agent and Agent’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges that the Corporation’s counsel and the Agent’s counsel are acting as counsel to the Corporation and the Agent, respectively, and not as counsel to the Subscriber. The Subscriber acknowledges and agrees that the foregoing representations, warranties and acknowledgments are made by it Party in connection with the intention that they may be relied upon in determining its eligibility transactions contemplated by this Agreement against the Party committing such Fraud or (if Willful Breach, as applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Common Shares under applicable Securities Laws. The Subscriber further agrees that acceptance of delivery of certificates for the Common Shares by or on behalf of the Subscriber on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Common Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common Shares. The Subscriber undertakes to notify the Agent immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

Further Acknowledgments. The Subscriber acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Common SharesUnits; (ii) there is no government or other insurance covering the Common SharesUnits; (iii) there are risks associated with the purchase of the Common SharesUnits; (iv) there are restrictions on the Subscriber’s 's ability to resell the Common Shares Units and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Common Shares;Units; and (v) all certificates representing Common Shares held by the Subscriber will have a legend affixed thereto which describes certain resale restrictions applicable under Securities Laws applicable in the Designated Provinces and, if applicable, the United States; (vi) except for this Subscription Agreement and the Agency Agreement including the representations and warranties made by the Corporation therein, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or the Agent, such publicly available information having been delivered to the Subscriber without independent investigation or verification by the Agent, and agrees that the Agent and Agent’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges advised the Subscriber that the Corporation’s counsel Subscriber is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell Units through a person or company registered to sell securities under the Agent’s counsel are acting Securities Act (Alberta) and other applicable Securities Laws and, as counsel a consequence of acquiring Units pursuant to this exemption, certain protections, rights and remedies provided by the Corporation Securities Act (Alberta) and the Agentother applicable Securities Laws, respectivelyincluding statutory rights of rescission or damages, and will not as counsel be available to the Subscriber. The Subscriber acknowledges and agrees that the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Common Shares Subscriber's Units under applicable Securities Laws. The Subscriber further agrees that acceptance of delivery of certificates for the Common Shares Subscriber's Units by or on behalf of the Subscriber subscriber on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Common Shares Subscriber's Units and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common SharesSubscriber's Units. The Subscriber undertakes to notify the Agent Corporation immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

Further Acknowledgments. 13.1 The Subscriber Bidder acknowledges and agrees with the Target that: (i) no securities commission or similar regulatory authority has reviewed or passed on 13.1.1 the merits disclosure of the Common SharesConfidential Information does not give the Bidder, or any Permitted Recipient, any property or licence or other right whatsoever in respect of the whole or any part of the Confidential Information; (ii) there is no government 13.1.2 nothing in this agreement shall require the Target to provide any Confidential Information to the Bidder, nor does it restrict the Target from providing the Confidential Information to any other person who may express an interest in acquiring any shares, or other insurance covering an interest in any shares, in the Common SharesTarget or in the business and any assets of any member of the Target Group; (iii) there are risks associated with 13.1.3 nothing in this agreement, including the purchase disclosure of the Common SharesConfidential Information to the Bidder or any Permitted Recipient, constitutes an offer or invitation by the Target and is not intended as, and should not be construed in any way as, a recommendation, invitation or inducement (direct or indirect) to the Bidder or any of its Representatives to engage in investment activity, and the Target is under no legal obligation to pursue or continue the Negotiations; (iv) there are restrictions on 13.1.4 the Subscriber’s ability to resell Bidder is solely responsible for the Common Shares Evaluation and it is neither the responsibility Target, another member of the Subscriber to find out what those restrictions are and to comply with them before selling the Common Shares;Target Group, nor any of their respective Representatives: (va) all certificates representing Common Shares held by the Subscriber will have a legend affixed thereto which describes certain resale restrictions applicable under Securities Laws applicable in the Designated Provinces and, if applicable, the United States; (vi) except for this Subscription Agreement and the Agency Agreement including the representations and warranties made by the Corporation therein, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or the Agent, such publicly available information having been delivered to the Subscriber without independent investigation or verification by the Agent, and agrees that the Agent and Agent’s counsel assume no accept responsibility or liability of for or make any nature whatsoever for representation or warranty, express or implied, in this agreement with respect to, the accuracy, adequacy or completeness of the publicly available information Confidential Information except as may be provided in a definitive agreement for the Proposed Transaction; and (b) has any obligation to update, alter or add to any Confidential Information previously provided to the Bidder (whether before, on or after the date of this agreement) notwithstanding that such Confidential Information may have subsequently become untrue, inaccurate, incomplete or misleading excluding claims arising out of fraud or wilful misconduct; 13.1.5 each of the Target and the Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations in connection with the Proposed Transaction with the other party at any time without any liability for so terminating discussions and negotiations but without prejudice to its accrued rights and remedies hereunder at that time; 13.1.6 the Confidential Information is supplied on a “subject to contract” basis and will not (unless agreed otherwise in writing by all parties to the Proposed Transaction) form the basis of any contract for, or relating to, the Proposed Transaction; 13.1.7 the provisions of this agreement have been the subject of discussion and negotiation and, with particular reference to any exclusion or limitation of liability, are fair and reasonable having regard to the circumstances as at the date of this agreement; 13.1.8 no member of the Target Group or their respective Representatives will be responsible to the Bidder, another member of the Bidder’s Group or their respective Representatives, for any losses, expenses, costs, liabilities or damages (including loss of profit and/or loss of opportunity) that may be incurred (directly or indirectly) and whether foreseeable or not, by the Bidder, another member of the Bidder’s Group or their respective Representatives, in connection with the Proposed Transaction and/or the evaluation of the Confidential Information; 13.1.9 the Proposed Transaction would be subject to the Code and further acknowledges the need to maintain absolute secrecy in relation to the Proposed Transaction; 13.1.10 if the Panel determines that any provision of this agreement that requires the Target to take or not take any action, whether as a direct obligation or as a condition to whether all information concerning any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Corporation required Code, that provision shall have no effect and shall be disregarded; and 13.1.11 in accordance with Rule 2.3(d) of the Code, nothing in this agreement shall prevent the board of directors of the Target from making any announcement relating to be disclosed a possible offer by the Corporation has been generally disclosed and acknowledges Bidder for the Target or publicly identifying the Bidder, at any time the board of directors of the Target considers appropriate. 13.2 The Bidder confirms that its interest in the Corporation’s counsel Proposed Transaction and the Agent’s counsel are obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as counsel the nominee, agent, broker or representative of any other person or in concert with any other person other than with respect to its affiliates and its and their managed or advised private equity funds and affiliates thereof; provided that to the Corporation extent that any of the Bidder’s affiliates and the Agent, respectively, its and not as counsel to the Subscriber. The Subscriber acknowledges their managed or advised private equity funds and agrees that the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Common Shares under applicable Securities Laws. The Subscriber further agrees that acceptance of delivery of certificates for the Common Shares affiliates thereof have received Confidential Information by or on behalf of the Subscriber on the Closing DateBidder, it shall be representing and warranting that deemed to be the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber Bidder’s Representative for purposes of the Common Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common Shares. The Subscriber undertakes to notify the Agent immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Timethis letter.