Common use of Representations and Warranties of Spinco Clause in Contracts

Representations and Warranties of Spinco. Spinco represents and warrants to LAC as follows and acknowledges that LAC is relying on such representations and warranties in connection with entering into, and the performance of its obligations under, this Agreement and consummating the Arrangement: (a) Spinco is validly existing and in good standing under the laws of the Province of British Columbia has all requisite power and authority to acquire, own, lease and operate the North American Business to be acquired pursuant to the Arrangement; (b) Spinco has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting 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 Applicable Law on such Party; (c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under: (i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco; (ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or (iii) any Applicable Law in respect of Spinco or any of its Affiliates; (d) the authorized capital of Spinco consists of an unlimited number of Spinco Common Shares and an unlimited number of Spinco Preference Shares, and no shares in the capital stock of Spinco have been issued and none will be issued until the Effective Time; (e) no person holds any securities convertible into Spinco Common Shares, Spinco Preference Shares or any other shares of Spinco or has any agreement, warrant, option or any other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any unissued shares of Spinco, other than as contemplated by this Agreement; and (f) Spinco has no assets and no liabilities and it has carried on no business other than relating to and contemplated by this Agreement, the Plan of Arrangement or the Tax Rulings.

Representations and Warranties of Spinco. As at the date hereof and as at the date of the Closing, Spinco represents and warrants to LAC as follows Origen, and acknowledges that LAC Origen is relying on such representations and warranties in connection with entering intowarranties, and the performance of its obligations under, this Agreement and consummating the Arrangementas follows: (a) Spinco is a company duly organized, validly existing and in good standing with respect to all filings required under applicable laws, and has the laws of the Province of British Columbia has all requisite corporate power to own or lease its property and authority assets and to acquire, own, lease and operate the North American Business carry on its business as proposed to be acquired pursuant conducted by it and has the corporate power to the Arrangemententer into this Arrangement Agreement and perform its obligations hereunder; (b) Spinco has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting 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 Applicable Law on such Party; (c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under: (i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco; (ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or (iii) any Applicable Law in respect of Spinco or any of its Affiliates; (d) the authorized capital of Spinco consists of an unlimited number of common shares without par value, of which, as at the date of this Arrangement Agreement, one Spinco Common Share is issued and outstanding as fully paid and non-assessable; (c) no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature) for the purchase or issue of or conversion into any of the unissued Spinco Shares or any unissued securities of Spinco, except as disclosed in this Arrangement Agreement; (d) the execution and an unlimited number delivery of this Arrangement Agreement and the consummation of the Arrangement do not and will not: (i) result in the breach of or violate any term or provision of the constating documents of Spinco; (ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which Spinco is a party or by which it is bound or to which any property of Spinco Preference Shares, and no shares is subject or result in the capital stock creation of any lien, charge or encumbrance upon any of the assets of Spinco have been issued and none will be issued until the Effective Timeunder any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority; or (iii) violate any provision or law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Spinco; (e) no person holds any securities convertible into Spinco Common Sharesas of the Effective Date, Spinco Preference Shares or is not and will not be a party to any other shares of Spinco or has any agreementmaterial agreements, warrantcovenants, option or any other right capable of becoming an agreement, warrant or option for the purchase undertakings or other acquisition of any unissued shares of Spincocommitments, other than this Arrangement Agreement; (f) the execution and delivery of this Arrangement Agreement has been duly approved by the board of directors of Spinco; (g) Spinco has not incurred any liability for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation in connection with this Arrangement Agreement or the Arrangement; (h) there are no actions, suits, proceedings or investigations commenced, or to the knowledge of Spinco contemplated or threatened, against or affecting Spinco or before or by any person or before any arbitrator of any kind which would prevent or hinder the Arrangement or which involve the possibility of any judgment or liability which can reasonably be expected to have a material adverse effect on the business operations, properties, assets or condition, financial or otherwise, of Spinco; (i) there are no known or anticipated material liabilities of Spinco of any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments whether or not determined or determinable, in respect of which Spinco is or may become liable; (j) Spinco is not a party to any agreement to acquire or lease any other businesses or business operations; (k) the corporate records and minute books of Spinco as contemplated required to be maintained by it under the laws of British Columbia are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing; (l) none of the representations, warranties or statements of fact made in this AgreementSection 3.2 contains any untrue statement of a material fact or omits to state any material fact necessary to make any such warranty or representation not misleading; and (fm) Spinco as of the date hereof Spinco: (i) is a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act, (ii) has no assets class of securities outstanding that is or is required to be registered under Section 12 of the U.S. Exchange Act or that is subject to the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act, (iii) is not registered or required to register and no liabilities will not as a result of the completion of the Arrangement and it has carried on no business other than relating the issuance of any securities pursuant to the Arrangement be required to register as an investment company under the U.S. Investment Company Act, and contemplated by this Agreement, (iv) is not a “shell company” as defined in Rule 405 under the Plan of Arrangement or the Tax RulingsU.S. Securities Act.

Representations and Warranties of Spinco. Spinco represents and warrants to LAC and in favour of Spearmint as follows and acknowledges that LAC is relying on such representations and warranties in connection with entering into, and the performance of its obligations under, this Agreement and consummating the Arrangementfollows: (a) Spinco is a company duly organized and validly existing and in good standing under the laws of the Province of British Columbia has all requisite power and authority to acquire, own, lease and operate the North American Business to be acquired pursuant to the Arrangement;BCA. (b) Spinco has the requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting 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 Applicable Law on such Party;. (c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under: (i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco; (ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or (iii) any Applicable Law in respect of Spinco or any of its Affiliates; (d) the The authorized capital of Spinco consists of an unlimited number of Spinco Common Shares common shares without par value and an unlimited number of preferred shares without par value, of which 3,500,001 Spinco Preference Shares, and no shares in the capital stock of Spinco have been Common Shares are issued and none will be issued until outstanding as at the Effective Time;date hereof. The 3,500,001 outstanding Spinco Common Shares are held by 4 persons. (ed) Except as contemplated by this Agreement, no individual, firm, corporation or other person holds any securities convertible or exchangeable into Spinco Common Shares, Spinco Preference Shares or any other shares of Spinco or has any agreement, warrant, option or any other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any unissued shares of Spinco. (e) The execution and delivery of this Agreement by Spinco and the completion of the transactions contemplated herein: (i) do not and will not result in the breach of, other than as contemplated by this Agreementor violate any term or provision of, the articles of Spinco; and (ii) do not and will not, as of the Effective Date, violate any provision of law or administrative regulation or any judicial or administrative award, judgment or decree applicable and known to Spinco, after due inquiry, the breach of which would have a material adverse effect on Spinco. (f) The execution and delivery of this Agreement and the completion of the transactions contemplated herein have been duly approved by the board of directors of Spinco and this Agreement has no assets been executed and no liabilities delivered by Spinco and constitutes a valid and binding obligation of Spinco enforceable against it has carried on no in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. (g) Spinco is not engaged in any business nor is it a party to or bound by any contract, agreement, arrangement, instrument, license, permit or authority, other than relating this Agreement and any transaction or agreement necessary or incidental to and contemplated the fulfilment of its obligations under Agreement, nor does it have any liabilities, contingent or otherwise, except as provided in or permitted by this Agreement, the Plan of Arrangement or the Tax Rulings.

Representations and Warranties of Spinco. As at the date hereof and as at the date of the Closing, Spinco represents and warrants to LAC as follows Explorex, and acknowledges that LAC Explorex is relying on such representations and warranties in connection with entering intowarranties, and the performance of its obligations under, this Agreement and consummating the Arrangementas follows: (a) Spinco is a company duly organized, validly existing and in good standing with respect to all filings required under applicable laws, and has the laws of the Province of British Columbia has all requisite corporate power to own or lease its property and authority assets and to acquire, own, lease and operate the North American Business carry on its business as proposed to be acquired pursuant conducted by it and has the corporate power to the Arrangemententer into this Arrangement Agreement and perform its obligations hereunder; (b) Spinco has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting 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 Applicable Law on such Party; (c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under: (i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco; (ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or (iii) any Applicable Law in respect of Spinco or any of its Affiliates; (d) the authorized capital of Spinco consists of an unlimited number of common shares without par value, of which, as at the date of this Arrangement Agreement, one Spinco Common Share is issued and outstanding as fully paid and non-assessable; (c) no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature) for the purchase or issue of or conversion into any of the unissued Spinco Shares or any unissued securities of Spinco, except as disclosed in this Arrangement Agreement; (d) the execution and an unlimited number delivery of this Arrangement Agreement and the consummation of the Arrangement do not and will not: (i) result in the breach of or violate any term or provision of the constating documents of Spinco; (ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which Spinco is a party or by which it is bound or to which any property of Spinco Preference Shares, and no shares is subject or result in the capital stock creation of any lien, charge or encumbrance upon any of the assets of Spinco have been issued and none will be issued until the Effective Timeunder any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority; or (iii) violate any provision or law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Spinco; (e) no person holds any securities convertible into Spinco Common Sharesas of the Effective Date, Spinco Preference Shares or is not and will not be a party to any other shares of Spinco or has any agreementmaterial agreements, warrantcovenants, option or any other right capable of becoming an agreement, warrant or option for the purchase undertakings or other acquisition of any unissued shares of Spincocommitments, other than this Arrangement Agreement; (f) the execution and delivery of this Arrangement Agreement has been duly approved by the board of directors of Spinco; (g) Spinco has not incurred any liability for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation in connection with this Arrangement Agreement or the Arrangement; (h) there are no actions, suits, proceedings or investigations commenced, or to the knowledge of Spinco contemplated or threatened, against or affecting Spinco or before or by any person or before any arbitrator of any kind which would prevent or hinder the Arrangement or which involve the possibility of any judgment or liability which can reasonably be expected to have a material adverse effect on the business operations, properties, assets or condition, financial or otherwise, of Spinco; (i) there are no known or anticipated material liabilities of Spinco of any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments whether or not determined or determinable, in respect of which Spinco is or may become liable; (j) Spinco is not a party to any agreement to acquire or lease any other businesses or business operations; (k) the corporate records and minute books of Spinco as contemplated required to be maintained by it under the laws of British Columbia are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing; (l) none of the representations, warranties or statements of fact made in this AgreementSection 3.2 contains any untrue statement of a material fact or omits to state any material fact necessary to make any such warranty or representation not misleading; and (fm) Spinco as of the date hereof Spinco: (i) is a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act, (ii) has no assets class of securities outstanding that is or is required to be registered under Section 12 of the U.S. Exchange Act or that is subject to the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act, (iii) is not registered or required to register and no liabilities will not as a result of the completion of the Arrangement and it has carried on no business other than relating the issuance of any securities pursuant to the Arrangement be required to register as an investment company under the U.S. Investment Company Act, and contemplated by this Agreement, (iv) is not a “shell company” as defined in Rule 405 under the Plan of Arrangement or the Tax RulingsU.S. Securities Act.

Representations and Warranties of Spinco. Spinco represents and warrants to LAC and in favour of Cascadia as follows and acknowledges that LAC is relying on such representations and warranties in connection with entering into, and the performance of its obligations under, this Agreement and consummating the Arrangementfollows: (a) Spinco is a company duly organized and validly existing and in good standing under the laws of the Province of British Columbia has all requisite power and authority to acquire, own, lease and operate the North American Business to be acquired pursuant to the Arrangement;BCA. (b) Spinco has the requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting 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 Applicable Law on such Party;. (c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under: (i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco; (ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or (iii) any Applicable Law in respect of Spinco or any of its Affiliates; (d) the The authorized capital of Spinco consists of an unlimited number of Spinco Common Shares common shares without par value and an unlimited number of preferred shares without par value, of which one Spinco Preference Shares, and no shares in the capital stock of Spinco have been Common Share is issued and none will be issued until outstanding as at the Effective Time;date hereof. The outstanding Spinco Common Share is held by Cascadia. (ed) Except as contemplated by this Agreement, no individual, firm, corporation or other person holds any securities convertible or exchangeable into Spinco Common Shares, Spinco Preference Shares or any other shares of Spinco or has any agreement, warrant, option or any other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any unissued shares of Spinco. (e) The execution and delivery of this Agreement by Spinco and the completion of the transactions contemplated herein: (i) do not and will not result in the breach of, other than as contemplated by this Agreementor violate any term or provision of, the articles of Spinco; and (ii) do not and will not, as of the Effective Date, violate any provision of law or administrative regulation or any judicial or administrative award, judgment or decree applicable and known to Spinco, after due inquiry, the breach of which would have a material adverse effect on Spinco. (f) The execution and delivery of this Agreement and the completion of the transactions contemplated herein have been duly approved by the board of directors of Spinco and this Agreement has no assets been executed and no liabilities delivered by Spinco and constitutes a valid and binding obligation of Spinco enforceable against it has carried on no in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. (g) Spinco is not engaged in any business nor is it a party to or bound by any contract, agreement, arrangement, instrument, license, permit or authority, other than relating this Agreement and any transaction or agreement necessary or incidental to and contemplated the fulfilment of its obligations under Agreement, nor does it have any liabilities, contingent or otherwise, except as provided in or permitted by this Agreement, the Plan of Arrangement or the Tax Rulings.

Representations and Warranties of Spinco. As at the date hereof and as at the date of the Closing, Spinco represents and warrants to LAC as follows Nextech and FinanceCo, and acknowledges that LAC is Nextech and FinanceCo are relying on such representations and warranties in connection with entering intowarranties, and the performance of its obligations under, this Agreement and consummating the Arrangementas follows: (a) Spinco is a company duly organized, validly existing and in good standing with respect to all filings required under applicable Laws, and has the laws of the Province of British Columbia has all requisite corporate power to own or lease its property and authority assets and to acquire, own, lease and operate the North American Business carry on its business as proposed to be acquired pursuant conducted by it and has the corporate power to the Arrangemententer into this Arrangement Agreement and perform its obligations hereunder; (b) Spinco has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting 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 Applicable Law on such Party; (c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under: (i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco; (ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or (iii) any Applicable Law in respect of Spinco or any of its Affiliates; (d) the authorized capital of Spinco consists of an unlimited number of Spinco Common Shares without par value, of which, as at the date of this Arrangement Agreement, 100 Spinco Shares are issued and an unlimited number outstanding as fully paid and non-assessable; (c) no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature) for the purchase or issue of or conversion into any of the unissued Spinco Shares or any unissued securities of Spinco, except as disclosed in this Arrangement Agreement; (d) the execution and delivery of this Arrangement Agreement and the consummation of the Arrangement do not and will not: (i) result in the breach of or violate any term or provision of the constating documents of Spinco; (ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which Spinco is a party or by which it is bound or to which any property of Spinco Preference Shares, and no shares is subject or result in the capital stock creation of any lien, charge or encumbrance upon any of the assets of Spinco have been issued and none will be issued until the Effective Timeunder any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority; or (iii) violate any provision or law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Spinco; (e) no person holds any securities convertible into Spinco Common Sharesas of the Effective Date, Spinco Preference Shares or is not and will not be a party to any other shares of Spinco or has any agreementmaterial agreements, warrantcovenants, option or any other right capable of becoming an agreement, warrant or option for the purchase undertakings or other acquisition of any unissued shares of Spincocommitments, other than as contemplated by this Arrangement Agreement; and; (f) the execution and delivery of this Arrangement Agreement has been duly approved by the board of directors of Spinco; (g) Spinco has not incurred any liability for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Arrangement Agreement or the Arrangement; (h) there are no assets and no liabilities and it has carried on no business other than relating actions, suits, proceedings or investigations commenced, or to and the knowledge of Spinco contemplated or threatened, against or affecting Spinco or before or by this Agreement, any person or before any arbitrator of any kind which would prevent or hinder the Plan of Arrangement or which involve the Tax Rulings.possibility of any judgment or liability which can reasonably be expected to have a material adverse effect on the business operations, properties, assets or condition, financial or otherwise, of Spinco; (i) there are no known or anticipated material liabilities of Spinco of any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments whether or not determined or determinable, in respect of which Spinco is or may become liable; (j) Spinco is not a party to any agreement to acquire or lease any other businesses or business operations; (k) the corporate records and minute books of Spinco as required to be maintained by it under the laws of Ontario are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing; (l) none of the representations, warranties or statements of fact made in this Section