REPRESENTATIONS AND WARRANTIES OF INTERRA. 21 4.1 Representations and Warranties 21 4.2 Representations and Warranties - Survival 21
REPRESENTATIONS AND WARRANTIES OF INTERRA. Interra hereby represents and warrants to and in favour of Alto Verde and Subco and acknowledges that Alto Verde and Subco are relying upon such representation and warranty, that Interra (i) is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Interra in accordance with its terms, (ii) upon completion of the Amalgamation, Interra shall be a “foreign private issuer” as defined in Rule 3b- 4 promulgated under the U.S. Exchange Act, (iii) none of Interra, any of its predecessors, any director, executive officer, or other officer of Interra participating in the Amalgamation, any beneficial owner of 20% or more of Interra’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with Interra in any capacity at the time of sale is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D under the U.S. Securities Act, except for any such event covered by Rule 506(d)(2) or (d)(3) of Regulation D under the U.S. Securities Act.
