Common use of REPRESENTATIONS AND WARRANTIES OF GCI Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GCI. GCI hereby represents and warrants to each Stockholder and to the Company as follows: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) it has all requisite power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of it has full power, authority, and capacity to execute and deliver this Agreement on behalf of GCI and to thereby bind GCI) and to perform its obligations hereunder, and no consents, registrations, approvals, permits or authorizations are required to be obtained by GCI from any Person in connection with the execution and delivery of this Agreement by GCI, (iii) the execution and delivery of this Agreement by it, and its performance of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of GCI, and (v) this Agreement has been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and each of the Stockholders, constitutes a valid and binding obligation of GCI, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. The execution, delivery and performance of this Agreement by GCI will not violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in a right of termination under, any material contract to which GCI is bound. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of GCI, threatened against GCI at law or in equity before or by any Governmental Authority that could reasonably be expected to impair the ability of GCI to perform its obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF GCI. By virtue of its execution of this Agreement and except as expressly modified by the information set forth on any and all schedules or exhibits annexed to this Agreement and incorporated herein by reference, GCI hereby represents and warrants to each Stockholder and the CSR Shareholders as follows: (a) The GCI Shares to be transferred to the Company CSR Shareholders on the Closing Date will be duly and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof. The GCI Shares will be transferred free and clear of any and all liens, claims, encumbrances, options, contracts, calls, commitments or demands of any character. As of the Closing Date, GCI shall have full corporate power and authority to carry on its business as follows: the same shall be conducted between the date hereof and the Closing Date; (ib) it is GCI is, and at all times through and including the Closing Date, will be a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware and authorized to do business in such states in the United States where such qualification is necessary, (ii) it has all requisite with full power and authority to execute and deliver this Agreement conduct its business as the same is presently being conducted; (and each Person executing this Agreement on behalf of it has full power, authority, and capacity to execute and deliver this Agreement on behalf of GCI and to thereby bind GCIc) and to perform its obligations hereunder, and no consents, registrations, approvals, permits or authorizations are required to be obtained by GCI from any Person in connection with the The execution and delivery of this Agreement by GCI, (iii) the execution and delivery of this Agreement by it, and its performance of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of GCI, and (v) this Agreement has been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and each of the Stockholders, constitutes a valid and binding obligation of GCI, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. The execution, delivery and performance of this Agreement by GCI in the time and manner contemplated will not violate, conflict with, or result in the a breach of or constitute a default (under any provision of law, the Certificate of Incorporation or an event which with notice By-Laws of GCI or lapse of time any existing agreement, indenture or both would become a default) under, or result in a right of termination under, any material contract other instrument to which GCI is bound. a party or to which any of its businesses or the assets may be bound or affected; (d) There is no suit, claim, action, investigation or proceeding pending or, will not be at any time prior to the knowledge Closing Date, any new outstanding options, warrants, rights, contracts, calls, demands or commitments of GCIany type, threatened against kind or character relating to the GCI Common Shares except as they exist at law or in equity before or by any Governmental Authority that could reasonably be expected to impair the ability time of this Agreement; (e) The capitalization of GCI immediately prior to perform the Closing will be as follows: Authorized Type of Security Issued and Outstanding ---------- ---------------- ---------------------- 20,000,000 Shares Voting Common Stock, 14,901,258 Shares $.01 par value per share (f) Prior to the Closing Date, and except for the original issuance of any shares of its obligations hereunder.common stock comprising the 20,000,000 shares referenced in

REPRESENTATIONS AND WARRANTIES OF GCI. GCI hereby represents and warrants to each Stockholder GEI as follows and to acknowledges that GEI is relying on such representations and warranties in connection with entering into this Agreement and consummating the Company as follows: Arrangement: (ia) it GCI is duly organized, validly a corporation existing and in good standing under the laws of its jurisdiction the Province of organizationOntario, (ii) it has all the requisite power and authority to execute and deliver enter into this Agreement (and each Person executing this Agreement on behalf of it has full powerand, authoritysubject to obtaining the requisite approvals contemplated hereby, and capacity to execute and deliver this Agreement on behalf of GCI and to thereby bind GCI) and to perform its obligations hereunder; (b) the execution, delivery and no consents, registrations, approvals, permits or authorizations are required to be obtained by GCI from any Person in connection with the execution and delivery performance of this Agreement by GCI, (iii) the execution and delivery of this Agreement by it, and its performance of its obligations hereunder, have GCI has been duly authorized by all necessary corporate action on the part Board and do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance): (i) result in the breach or violation of any of the provisions of, or constitute a default under: A) any provision of its constating documents or by-laws or resolutions of the Board (or any committee thereof) or GCI Shareholders; B) assuming compliance with the matters referred to in Section 3.01(d), any Applicable Law in respect of GCI; or C) any other contract or agreement that is material to GCI or its subsidiaries, and considered as a whole; (vii) give rise to any right of termination or acceleration of any material third party indebtedness of GCI or its subsidiaries, or cause any such indebtedness to come due before its stated maturity; (c) this Agreement has been duly executed and delivered by it andGCI and is a legal, assuming due authorization, execution and delivery by the Company and each of the Stockholders, constitutes a valid and binding obligation of GCI, enforceable against it GCI in accordance with its terms, except as enforcement may be limited by subject to bankruptcy, insolvencyfraudulent transfer, moratorium, reorganization or similar Laws laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies and the enforceability of any limitations of liability or other exculpatory provisions or indemnities that purport to limit or exculpate a Party from or indemnify such Party for, liabilities imposed by general principles Applicable Law on such Party; and (d) other than (i) receipt of equity. The executionthe Interim Order and the Final Order and the filing of materials with the Court in connection therewith; (ii) the receipt of such other approvals of Governmental Authorities as have already been obtained; (iii) any approvals required by the Interim Order or the Final Order; (iv) filings with the Director under the OBCA, delivery and performance (v) compliance with any applicable securities laws and the rules and policies of this Agreement by GCI will not violatethe TSX-V, conflict withno authorization, consent or approval of, or result in the breach of or constitute a default (or an event which filing with notice or lapse of time or both would become a default) under, or result in a right of termination under, any material contract to which GCI is bound. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of GCI, threatened against GCI at law or in equity before or by any Governmental Authority that could reasonably be expected to impair or any court or other authority is necessary for the ability consummation by GCI of GCI to perform its obligations hereunderunder this Agreement, except for such authorizations, consents, approvals and filings the failure of which to obtain or make would not, individually or in the aggregate, prevent, enjoin, alter or materially delay completion of the Arrangement or any of the other transactions contemplated hereunder or have a material adverse effect on GCI.