Common use of Representation and Warranties of the Parties Clause in Contracts

Representation and Warranties of the Parties. a. Recipient hereby represents and warrants to CalSTA that: i. Recipient is in good standing under applicable law, with all requisite power and authority to carry on the activities for which it has been organized and proposed to be conducted pursuant to this Agreement. ii. Recipient has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by such entity, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The Agreement has been duly and validly executed and delivered by such entity and constitutes valid and binding obligations of such entity, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets. b. XxxXXX does hereby represent and warrant with respect to this Agreement to the Recipient that: i. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to this Agreement. ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it and constitutes valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any other agreement; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets.

Representation and Warranties of the Parties. a. Recipient Each Party hereby represents and warrants to CalSTA thatthe other Party as follows and acknowledges that the other Party is relying on such representations and warranties in entering into this Agreement: i. Recipient is in good standing under applicable law, with all requisite (a) It has full power and authority to carry on the activities for which it has been organized its business and proposed to be conducted pursuant enter into this Agreement and any agreement or instrument referred to this Agreement. ii. Recipient has the requisite power and authority to execute and deliver or contemplated by this Agreement and to carry out and perform all its obligations hereunder. The execution and duties hereunder and thereunder. (b) It has duly obtained all corporate approvals and the authorizations of any Governmental Authority required, except where specifically otherwise herein noted, for the execution, delivery and performance of this Agreement by and such entityexecution, the delivery and performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized herein and therein do not conflict with or result in a breach of any covenants or agreements contained in, or constitute a breach of or a default under or result in the creation of any Encumbrance under, the provisions of its constating documents or any shareholders’ or directors’ resolution or any indenture, agreement or other instrument whatsoever to which it is a party or by the governing board which it is bound and does not contravene any applicable Laws of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The any Governmental Authority. (c) This Agreement has been duly and validly executed and delivered by such entity it and constitutes is a valid and binding obligations agreement of such entityParty, binding upon and enforceable against it in accordance with its terms, except subject only to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights and the remedy of specific enforcement and injunctive and other forms Laws of equitable relief, and may be subject to equitable defenses general application limiting the enforcement of creditors rights generally and to the fact that specific performance and other equitable remedies are available only in the discretion of the court before which any proceeding therefore may be broughta court. iii. Neither the execution (d) It has not committed an act of bankruptcy, is not insolvent and delivery of this Agreement and the performance of is able to meet its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result as they come due, has not proposed a compromising arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a breach of voluntary assignment in bankruptcy, has not taken any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets. b. XxxXXX does hereby represent and warrant proceedings with respect to this Agreement a compromise, arrangement or reorganization, has not taken any proceeding to the Recipient that: i. It validly exists with all requisite power and authority have itself declared bankrupt or wound-up, has not taken any proceeding to carry on the activities proposed to be conducted pursuant to this Agreement. ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery have a receiver appointed in respect of this Agreement, the performance by it any part of its obligations thereunder and the consummation assets, has not had any encumbrancer take possession of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it and constitutes valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation property and has not had any execution or distress become enforceable or become levied upon any of the transactions contemplated thereby will (i) conflict with or result in a breach of any other agreement; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assetsproperty.

Representation and Warranties of the Parties. a. Recipient Halo hereby represents and warrants in respect of itself to CalSTA thatDunlop and W. Xxxxx Xxxxxx Limited NPL and W. Xxxxx Xxxxxx hereby jointly and severally represent and warrant to Halo in respect of W. Xxxxx Xxxxxx Limited NPL and W. Xxxxx Xxxxxx (as applicable) and each of Halo and Dunlop acknowledges that the other Party is relying on such representations and warranties in entering into this Agreement: i. Recipient (a) It is in good standing a company duly incorporated under applicable lawthe laws of the jurisdiction of its incorporation and it is duly organized and validly subsisting under such laws. (b) It has full corporate power, with all requisite power authority and authority capacity to carry on the activities for which it has been organized its business and proposed to be conducted pursuant to this Agreement. ii. Recipient has the requisite power and authority to execute and deliver enter into this Agreement and to carry out and perform all of its obligations and duties hereunder. The execution . (c) It has duly obtained all corporate and regulatory authorizations for the execution, delivery and performance of this Agreement by and, except as expressly set out in this Agreement, such entityexecution, the delivery and performance by it of its obligations thereunder and the consummation of the transactions herein contemplated thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The Agreement has been duly and validly executed and delivered by such entity and constitutes valid and binding obligations of such entity, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) will not conflict with or result in a breach of any provision covenants or agreements contained in or constitute a default under or result in the creation of any Encumbrance under the provisions of its constating documents or any shareholders' or directors' resolution or any indenture, agreement or other instrument whatsoever to which Recipient it is a party; (ii) violate Party or by which it is bound and does not contravene any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assetslaws. b. XxxXXX does hereby represent and warrant with respect to this (d) This Agreement to the Recipient that: i. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to this Agreement. ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it and constitutes valid is valid, binding and binding obligations, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of (e) There is no Person acting or purporting to act at its obligations thereunder nor the consummation of request who is entitled to any brokerage or finder's fee in connection with the transactions contemplated thereby will herein. (if) conflict It has not committed an act of bankruptcy, is not insolvent, has not proposed a compromising arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings with respect to a compromise or result in arrangement, has not taken any proceeding to have itself declared bankrupt or wound-up, has not taken any proceeding to have a breach receiver appointed of any other agreement; (ii) violate part of its assets, has not had any writ, order, judgment, injunction, decree, statute, rule or regulation encumbrancer take possession of any court or governmental authority applicable to such entity or of its property and has not had any execution or assetsdistress become enforceable or become levied upon any of its property.

Representation and Warranties of the Parties. a. Recipient Each Party hereby represents and warrants to CalSTA thatthe other Party as follows and acknowledges that the other Party is relying on such representations and warranties in entering into this Agreement: i. Recipient (a) It is in good standing a company duly existing under applicable law, with all requisite the laws of its governing jurisdiction and it is duly organized and validly subsisting under such laws. (b) It has full power and authority to carry on the activities for which it has been organized its business and proposed to be conducted pursuant enter into this Agreement and any agreement or instrument referred to this Agreement. ii. Recipient has the requisite power and authority to execute and deliver or contemplated by this Agreement and to carry out and perform all of its obligations hereunder. The execution and duties hereunder and thereunder. (c) It has duly obtained all corporate and regulatory authorizations for the execution, delivery and performance of this Agreement by and such entityexecution, the delivery and performance by it of its obligations thereunder and the consummation of the transactions herein and therein contemplated thereby have been duly authorized does not conflict with or result in a breach of any covenants or agreements contained in, or constitute a default under or result in the creation of any Encumbrance under, the provisions of its constating documents or any shareholders' or directors' resolution or any indenture, agreement or other instrument whatsoever to which it is a party or by the governing board which it is bound and does not contravene any applicable laws of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The any Governmental Authority. (d) This Agreement has been duly and validly executed and delivered by such entity it and constitutes valid is valid, binding and binding obligations of such entity, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other laws now or hereinafter in effect relating to of general application limiting the creditor’s enforcement of creditors rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court before which any proceeding therefore may be broughta court. iii. Neither the execution and delivery (e) It has not committed an act of this Agreement and the performance of bankruptcy, is not insolvent, has not proposed a compromising arrangement to its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a breach of voluntary assignment in bankruptcy, has not taken any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets. b. XxxXXX does hereby represent and warrant proceedings with respect to this Agreement a compromise or arrangement, has not taken any proceeding to the Recipient that: i. It validly exists with all requisite power have itself declared bankrupt or wound-up, has not taken any proceeding to have a receiver appointed in respect of any part of its assets, has not had any encumbrancer take possession of any of its property and authority to carry on the activities proposed to be conducted pursuant to this Agreementhas not had any execution or distress become enforceable or become levied upon any of its property. ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation (f) As of the transactions contemplated thereby have been duly authorized Effective Date it owns its right, title and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it and constitutes valid and binding obligations, enforceable against it interest in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion Property free and clear of all Encumbrances, other than the court before which any proceeding therefore may be broughtPermitted Encumbrances. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any other agreement; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets.

Representation and Warranties of the Parties. a. Recipient Each of the Parties hereby represents and warrants to CalSTA thatthe other as follows and acknowledges that the other is relying on such representations and warranties in entering into this Agreement: i. Recipient (a) It is in good standing a company duly existing under applicable law, with all requisite the laws of its governing jurisdiction and it is duly organized and validly subsisting under such laws. (b) It has full power and authority to carry on the activities for which it has been organized its business and proposed to be conducted pursuant enter into this Agreement and any agreement or instrument referred to this Agreement. ii. Recipient has the requisite power and authority to execute and deliver or contemplated by this Agreement and to carry out and perform all of its obligations hereunder. The execution and duties hereunder and thereunder. (c) It has duly obtained all corporate and regulatory authorizations for the execution, delivery and performance of this Agreement by and such entityexecution, the delivery and performance by it of its obligations thereunder and the consummation of the transactions herein and therein contemplated thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The Agreement has been duly and validly executed and delivered by such entity and constitutes valid and binding obligations of such entity, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) does not conflict with or result in a breach of any provision covenants or agreements contained in or constitute a default under or result in the creation of any Encumbrance, under the provisions of its constating documents or any shareholders' or directors' resolution or any indenture, agreement or other instrument whatsoever to which Recipient it is a party; (ii) violate party or by which it is bound and does not contravene any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assetslaws. b. XxxXXX does hereby represent and warrant with respect to this (d) This Agreement to the Recipient that: i. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to this Agreement. ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it and constitutes valid is valid, binding and binding obligations, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to . (e) It has not committed an act of bankruptcy, insolvencyis not insolvent, reorganizationhas not proposed a compromising arrangement to its creditors generally, moratorium has not had any petition for a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings with respect to a compromise or other laws now arrangement, has not taken any proceeding to have itself declared bankrupt or hereinafter wound-up, has not taken any proceeding to have a receiver appointed in effect relating to creditor’s rights respect of any part of its assets, has not had any encumbrancer take possession of any of its property and other forms has not had any execution or distress become enforceable or become levied upon any of equitable reliefits property. (f) As of the Effective Date it owns its right, title and may be subject to equitable defenses interest in and to the discretion Property free and clear of all Encumbrances, subject to the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement Existing Royalties and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach terms and conditions of any and all leases, permits, licences or other agreement; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable approvals related to such entity or its property or assetsthe Property.

Representation and Warranties of the Parties. a. Recipient 8.1. Buyer hereby warrants and represents and warrants to CalSTA Seller that: i. Recipient A. It is a corporation duly established and existing under the laws of the State of New York, in good standing under applicable lawand duly qualified, with all requisite licensed and authorized to do business as a corporation. Buyer has full power and authority to carry on the activities for which it has been organized its business as now being conducted. All acts and proposed other proceedings required to be conducted pursuant taken by or on the part of Buyer, including, if necessary, all appropriate member interest action, to this Agreement. ii. Recipient has the requisite power and authority authorize it to execute and deliver carry out this Agreement and to carry out its obligations hereunder. The execution such other agreements and delivery of this Agreement by such entity, the performance by it of its obligations thereunder instruments and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated therebyproperly taken. The This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and such entity other agreements and constitutes instruments when duly executed and delivered by Buyer will constitute, legal, valid and binding obligations of such entity, Buyer and will be enforceable against it in accordance with its their respective terms, except ; B. It has full legal capability to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights execute and the remedy of specific enforcement perform any and injunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery all obligations arising of this Agreement and no legal constrains against it exist; C. It has the performance financial capability to perform any and all obligations arising out of its obligations thereunder nor this Agreement; and D. It has not started winding up, settlement proceedings with creditors and no receiver or liquidator has been appointed. E. There is no material claim, litigation, lien, action, suit or proceeding, investigation, arbitration proceedings, administrative or judicial, pending or threatened against or affecting Buyer, the consummation Buyer’s Business or involving any of the transactions contemplated thereby will (i) conflict with Assets of Buyer, at law or result in a breach of equity or before any provision of governmental authority, nor to Buyer’s knowledge is there any agreement basis upon which any such claim, litigation, action, suit or proceeding could be brought or initiated. Buyer is not subject to which Recipient is a party; (ii) violate or in default under any writejudgment, order, judgmentwrit, injunction, decrees, statute, rule injunction or regulation decree of any court or any governmental authority applicable to such entity authority, and no material replevins, attachments, or its property executions have been issued or assetsare now in force against Buyer. No petition in bankruptcy or receivership has ever been filed by or against Buyer. b. XxxXXX does hereby represent and warrant with respect F. No consent, authorization, license, permit, order, certificate or approval which has not heretofore been obtained is required by any person, corporation, partnership, estate, trust, governmental agency or other person or entity not a party to this Agreement to the Recipient that: i. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to transactions contemplated by this Agreement. ii8.2. Seller hereby warrants and represents to Buyer that: A. It is a duly organized and validly existing limited liability company and in good standing under the laws of the State of Ohio and is duly qualified, licensed and authorized to do business as a limited liability company. Seller has full power to carry on its business as now being conducted. All acts and other proceedings required to be taken by or on the requisite power and authority part of Seller, including, if necessary, all appropriate member interest action, to execute and deliver authorize it to carry out this Agreement and to carry out its obligations thereunder. The execution such other agreements and delivery of this Agreement, the performance by it of its obligations thereunder instruments and the consummation of the transactions contemplated hereby and thereby have been duly authorized and no other proceedings are necessary to authorize this properly taken. This Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it Seller and constitutes constitutes, and such other agreements and instruments when duly executed and delivered by Seller will constitute, legal, valid and binding obligations, obligations of Seller and will be enforceable against it in accordance with its their respective terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution B. It has full legal and delivery factual capability to execute and perform any and all obligations arising of this Agreement and no legal constrains against it exist; C. It has the performance financial, technical and factual capability to perform any and all obligations arising out of its obligations thereunder nor this Agreement; D. It has not started winding up, settlement proceedings with creditors and no receiver or liquidator has been appointed. E. There is no material claim, litigation, lien, action, suit or proceeding, investigation, arbitration proceedings, administrative or judicial, pending or threatened against or affecting Seller, the consummation Seller’s Business or involving any of the transactions contemplated thereby will (i) conflict with Assets of Seller, at law or result in a breach of equity or before any other agreement; (ii) violate governmental authority, nor to Seller’s knowledge is there any writbasis upon which any such claim, litigation, action, suit or proceeding could be brought or initiated. Seller is not subject to or in default under any judgment, order, judgmentwrit, injunction, decree, statute, rule injunction or regulation decree of any court or any governmental authority applicable authority, and no material replevins, attachments, or executions have been issued or are now in force against Seller. No petition in bankruptcy or receivership has ever been filed by or against Seller. The Seller has insurance coverage adequate in character and amount to such pay all liabilities relating to any litigation, claims or proceedings. F. No consent, authorization, license, permit, order, certificate or approval which has not heretofore been obtained is required by any person, corporation, partnership, estate, trust, governmental agency or other person or entity not a party to this Agreement to the transactions contemplated by this Agreement. G. Seller represents that it has the full and exclusive right to sell the Units without any broker or its property or assetsagent.

Representation and Warranties of the Parties. a. Recipient Each Party hereby represents and warrants to CalSTA thatthe other Party as follows and acknowledges that the other Party is relying on such representations and warranties in entering into this Agreement: i. Recipient (a) If it is a company, it is duly existing, organized and validly subsisting under the laws of its applicable jurisdiction and is qualified and licensed to carry on business in good standing under applicable lawits respective jurisdiction. (b) If it is a company, with all requisite it has full power and authority to carry on the activities for which it has been organized its business and proposed to be conducted pursuant enter into this Agreement and any agreement or instrument referred to this Agreement. ii. Recipient has the requisite power and authority to execute and deliver or contemplated by this Agreement and to carry out and perform all of its obligations hereunder. The execution and duties hereunder and thereunder. (c) If it is a company, it has duly obtained all corporate approvals and the authorizations of any Governmental Authority required for the execution, delivery and performance of this Agreement any agreement or instrument referred to or contemplated by this Agreement and such entityexecution, the delivery and performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby herein and therein do not conflict with or result in a breach of any covenants or agreements contained in, or constitute a breach of or a default under or result in the creation of any Encumbrance under, the provisions of its constating documents or any VKDUHKROGHUV¶ RU GLUHFWRUV¶ UHVROXWLRQ (d) If it is an individual, it has the individual legal capacity under the laws of the Yukon Territory, the federal laws of Canada or such other jurisdiction in which he/she is resident, as applicable, to enter into this Agreement and the other agreements contemplated herein, and to and to observe and perform his/her covenants and obligations under this Agreement and the other agreements contemplated herein. (e) The execution, delivery and performance of this Agreement and any agreement or instrument referred to or contemplated by this Agreement: (i) does not conflict with or result in a breach of any covenants or agreements contained in any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound; (ii) does not require any consent or other action by any Person (other than those which have been duly authorized by obtained as of the governing board of such entity date hereof); and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The (ii) does not contravene any Applicable Laws. (f) This Agreement has been duly and validly executed and delivered by such entity it and constitutes is a valid and binding obligations agreement of such entityParty, binding upon and enforceable against it in accordance with its terms, except subject only to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other laws now or hereinafter in effect relating to of general application limiting the creditor’s enforcement of creditors rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses generally and to the fact that specific performance and other equitable remedies are available only in the discretion of the court before which any proceeding therefore may be broughta court. iii. Neither the execution (g) It has not committed an act of bankruptcy, is not insolvent and delivery of this Agreement and the performance of is able to meet its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result as they come due, has not proposed a compromising arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a breach of voluntary assignment in bankruptcy, has not taken any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets. b. XxxXXX does hereby represent and warrant proceedings with respect to this Agreement a compromise, arrangement or reorganization, has not taken any proceeding to the Recipient that: i. It validly exists with all requisite power and authority have itself declared bankrupt or wound-up, has not taken any proceeding to carry on the activities proposed to be conducted pursuant to this Agreement. ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery have a receiver appointed in respect of this Agreement, the performance by it any part of its obligations thereunder and the consummation assets, has not had any encumbrancer take possession of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it and constitutes valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation property and has not had any execution or distress become enforceable or become levied upon any of the transactions contemplated thereby will (i) conflict with or result in a breach of any other agreement; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assetsproperty.

Representation and Warranties of the Parties. a. Recipient Each of the Parties hereby represents and warrants to CalSTA thatthe other as follows and acknowledges that the other Party is relying on such representations and warranties in entering into this Agreement: i. Recipient (a) It is in good standing a company duly existing under applicable law, with all requisite the laws of its governing jurisdiction and it is duly organized and validly subsisting under such laws. (b) It has full corporate power and authority to carry on the activities for which it has been organized its business and proposed to be conducted pursuant to this Agreement. ii. Recipient has the requisite power and authority to execute and deliver enter into this Agreement and to carry out and perform all of its obligations and duties hereunder. The execution . (c) It has duly obtained all corporate and regulatory authorizations for the execution, delivery and performance of this Agreement by and, except as expressly set out in this Agreement, such entityexecution, the delivery and performance by it of its obligations thereunder and the consummation of the transactions herein contemplated thereby have been duly authorized will not conflict with or result in a breach of any covenants or agreements contained in or constitute a default under or result in the creation of any Encumbrance under the provisions of its constating documents or any shareholders' or directors' resolution or any indenture, agreement or other instrument whatsoever to which it is a party or by the governing board of such entity which it is bound and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The does not contravene any applicable laws. (d) This Agreement has been duly and validly executed and delivered by such entity it and constitutes valid is valid, binding and binding obligations of such entity, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and other laws now or hereinafter in effect relating to of general application limiting the creditor’s enforcement of creditors' rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court before which any proceeding therefore may be broughta court. iii. Neither the execution and delivery of this Agreement and the performance of (e) There is no Person acting or purporting to act at its obligations thereunder nor the consummation of request who is entitled to any brokerage or finders fee in connection with the transactions contemplated thereby willherein. (if) conflict with or result It has not committed an act of bankruptcy, is not insolvent, has not proposed a compromising arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a breach of voluntary assignment in bankruptcy, has not taken any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets. b. XxxXXX does hereby represent and warrant proceedings with respect to this Agreement a compromise or arrangement, has not taken any proceeding to the Recipient that: i. It validly exists with all requisite power and authority have itself declared bankrupt or wound-up, has not taken any proceeding to carry on the activities proposed to be conducted pursuant to this Agreement. ii. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery have a receiver appointed of this Agreement, the performance by it any part of its obligations thereunder and the consummation assets, has not had any encumbrancer take possession of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement has been duly and validly executed and delivered by it and constitutes valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. iii. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation property and has not had any execution or distress become enforceable or become levied upon any of the transactions contemplated thereby will (i) conflict with or result in a breach of any other agreement; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assetsproperty.