Common use of Representations and Warranties of the Agents Clause in Contracts

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly, nor jointly and severally) represents and warrants to the Company and Valdy in respect of itself, and acknowledges that the Company and Valdy are relying upon such representations and warranties, that: (a) The Agent has good and sufficient capacity and authority to enter into this Agreement and to complete the transactions contemplated in this Agreement and any other documents in connection with the Offering to which it is a party. (b) In respect of the offer and sale of the Subscription Receipts, the Agent has complied with all Securities Laws and the terms of this Agreement in all material respects. (c) The Agent and its representatives have not engaged in or authorized any form of General Solicitation or General Advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any General Solicitation or General Advertising. (d) The Agent has not solicited offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction or result in the Company becoming subject to continuous disclosure filing obligations in any jurisdictions. (e) The Agent is duly registered as a dealer pursuant to the provisions of the Securities Laws, is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as a dealer in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent acts only through members of a selling group who are so registered or licensed.

Representations and Warranties of the Agents. Each of the Agents hereby The Agents, severally (and not jointly, jointly nor jointly and severally) represents , hereby represent and warrants warrant to the Company and Valdy in respect of itselfCorporation, and acknowledges acknowledge that the Company and Valdy are Corporation is relying upon each of such representations and warrantieswarranties in entering into the transactions contemplated hereby, thatas follows: (a) The each Agent is, and will remain, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder and at least one Agent is registered as a dealer (other than as an exempt market dealer) in each of the Qualifying Jurisdictions; (b) each Agent has good and sufficient capacity all requisite corporate power and authority to enter into this Agreement and to complete carry out the transactions contemplated in under this Agreement on the terms and conditions set forth herein; (c) this Agreement has been duly authorized, executed and delivered by each Agent and constitutes a legal, valid and binding obligation of each Agent enforceable against each Agent in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by Applicable Laws; and (d) the Broker Securities have not been and will not be registered under the U.S. Securities Act, and the Broker Warrants may not be exercised in the United States or by, or for the account or benefit of, any U.S. Person or person in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. In connection with the issuance of the Broker Securities, as the case may be, each Agent represents and warrants that it is acquiring the Broker Securities, as principal for its own account and not for the benefit of any other documents person. Furthermore, in connection with the Offering to which issuance of the Broker Securities, as the case may be, each Agent represents and warrants that (i) it is not a party.U.S. Person and it is not acquiring the Broker Securities in the United States, or on behalf of a U.S. Person or a person located in the United States, (ii) this Agreement was executed and delivered outside the United States, (biii) In respect it is acquiring the Broker Securities as principal for its own account, for investment purposes, and not for the benefit of any other person; and (iv) it is aware that the Broker Warrants may be exercised only in transactions exempt from or not subject to the registration requirements of the offer U.S. Securities Act and sale applicable state securities laws. Each Agent agrees that it will not engage in any “Directed Selling Efforts”, as defined in Schedule “A” with respect to any Broker Securities. The representations and warranties of each Agent contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the Subscription Receipts, the Agent has complied with all Securities Laws and the terms of transactions contemplated under this Agreement in all material respects. (c) The Agent and its representatives have not engaged in or authorized any form of General Solicitation or General Advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any General Solicitation or General Advertising. (d) The Agent has not solicited offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction or result in the Company becoming subject to continuous disclosure filing obligations in any jurisdictionsSection 17. (e) The Agent is duly registered as a dealer pursuant to the provisions of the Securities Laws, is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as a dealer in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent acts only through members of a selling group who are so registered or licensed.

Representations and Warranties of the Agents. Each of the Agents hereby severally (represent and not jointly, nor jointly and severally) represents and warrants warrant to the Company and Valdy in respect of itself, and acknowledges acknowledge that the Company and Valdy are is relying upon such representations and warranties, that: (ai) The Agent has good and sufficient capacity and authority to enter into this Agreement and to complete the transactions contemplated in this Agreement and any other documents Agents will conduct all activities in connection with the Offering to which it is a party. (b) In respect of the offer and sale of the Subscription Receipts, the Agent has complied in compliance with all Applicable Securities Laws and the terms provisions of this Agreement in all material respects.Agreement; (cii) The Agent the Agents and its their Affiliates and representatives have not engaged in or authorized authorized, and will not engage in or authorize, any form of General Solicitation general solicitation or General Advertising general advertising in connection with or in respect of the Subscription Receipts Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts Units whose attendees have been invited by any General Solicitation general solicitation or General Advertising.general advertising; (diii) The Agent has the Agents have not solicited and will not solicit offers to purchase or sell the Subscription Receipts Units so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction or result in the Company becoming subject to continuous disclosure filing obligations in any jurisdictions.jurisdiction; (eiv) The Agent each of the Agents (or an affiliate thereof) is duly registered as a dealer pursuant to the provisions of the Applicable Securities Laws, is a member in good standing of the Investment Industry Regulatory Organization of Canada, Laws and is duly registered or licensed as a an investment dealer in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent acts Agents will act only through members of a selling group who are so registered or licensed; (v) each of the Agents are an “accredited investor” within the meaning of National Instrument 45-106 by virtue of being registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; (vi) the Agents will only offer, sell or otherwise transfer the Broker Shares pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption from the registration requirements imposed by the U.S. Securities Act and in compliance with applicable state securities laws (and, in each case where there is no effective registration statement, only if an opinion of counsel of recognized standing reasonably satisfactory to the Corporation has been provided to the Corporation to that effect, if applicable); (vii) the Agents are not persons in the United States or U.S. Persons and are not acquiring the Broker Securities for the account or benefit of any person in the United States or any U.S. Person; (viii) the Agents did not receive an offer to acquire the Broker Securities in the United States; (ix) at the time of the execution of this Agreement, the Agents were outside the United States and this Agreement was not executed or delivered in the United States; (x) neither of the Agents has acquired the Broker Securities as a result of, and will not itself engage in, any Directed Selling Efforts in the United States in respect of any of the Broker Securities, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Broker Securities; provided, however, that the Agents may sell or otherwise dispose of any of the Broker Shares pursuant to registration of any of the Broker Shares pursuant to the U.S. Securities Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; (xi) the Agents understand and agree that offers and sales of any of the Broker Securities prior to the Distribution Compliance Period shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the U. S. Securities Act or pursuant to an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the U. S. Securities Act or an exemption therefrom and in each case only in accordance with Applicable Securities Laws and in the case of an offer or sale pursuant to an exemption from the registration provisions of the U.S. Securities Act, the Corporation may require, as a condition of granting its consent, a legal opinion of a firm reasonably acceptable to the Corporation confirming that the sale is not subject to the registration requirements of the U.S. Securities Act; (xii) the Agents understand and agree not to engage in any hedging transactions involving any of the Broker Securities unless such transactions are in compliance with the provisions of the U.S. Securities Act and in each case only in accordance with Applicable Securities Laws; and (xiii) except as otherwise permitted by Regulation S, the Agents agree that they will not, during the Distribution Compliance Period, act as a distributor (as such term is defined in Regulation S), either directly or through any affiliate, or sell, transfer, hypothecate or otherwise convey the Broker Securities other than to or for the account or benefit of a non-U.S. Person. Notwithstanding the foregoing provisions of this Section 4(b), an Agent will not be liable to the Company under this Section 4(b) with respect to a default under this Section 4(b) by another Agent. No Agent will be liable for any act or omission of any other Agent.

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly, nor jointly and severally) represents and warrants to the Company and Valdy Austpro in respect of itself, and acknowledges that the Company and Valdy Austpro are relying upon such representations and warranties, that: (a) The Agent has good and sufficient all requisite corporate power, capacity and authority to enter into and perform its obligations under this Agreement and to complete the transactions contemplated in this Agreement and any other documents in connection with the Offering to which it is a party. (b) The Agent has been duly incorporated under the applicable Law of its jurisdiction of incorporation and is up-to-date in all material corporate filings and in good standing under such applicable Laws with respect to the filing of annual reports. (c) In respect of the offer and sale of the Subscription Receipts, the Agent has complied with all Securities Laws Laws, the rules of the Investment Industry Regulatory Organization of Canada applicable to it and the terms of this Agreement in all material respects. (cd) The Agent and its representatives have not engaged in or authorized any form of General Solicitation or General Advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any General Solicitation or General Advertising. (de) The Agent has not solicited offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction or result in the Company becoming subject to continuous disclosure filing obligations in any jurisdictions. (ef) The Agent is duly registered as a dealer pursuant to the provisions of the Securities Laws, is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as a dealer in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent acts only through members of a selling group who are so registered or licensed.

Representations and Warranties of the Agents. Each of the The Agents hereby severally (represent and not jointly, nor jointly and severally) represents and warrants warrant to the Company and Valdy in respect of itself, and acknowledges that the Company and Valdy are is relying upon such representations and warranties, that: (ai) The Agent has good and sufficient capacity and authority to enter into this Agreement and to complete the transactions contemplated in this Agreement and any other documents in connection with the Offering to which it is a party. (b) In respect of the offer and sale of the Subscription ReceiptsUnits, the Agent has complied Agents will comply with all Securities Laws and the terms of this Agreement in all material respects.Laws; (cii) The Agent the Agents and its their Affiliates and representatives have not engaged in or authorized authorized, and will not engage in or authorize, any form of General Solicitation general solicitation or General Advertising general advertising in connection with or in respect of the Subscription Receipts Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts Units whose attendees have been invited by any General Solicitation general solicitation or General Advertising.general advertising; (diii) The Agent has the Agents have not solicited and will not solicit offers to purchase or sell the Subscription Receipts Units so as to require the filing of a prospectus, registration statement or statement, offering memorandum with respect thereto or any continuous disclosure documents, or the provision of a contractual right of action under the laws of any jurisdiction or result in the Company becoming subject to continuous disclosure filing obligations in any jurisdictions.; (eiv) The Agent is the Agents will use their reasonable best efforts to obtain from each Purchaser an executed Subscription Agreement and all other applicable forms, reports, undertakings and documentation required under the Securities Laws or required by the Company, acting reasonably; and (v) the Agents are duly registered as a dealer pursuant to the provisions of the Securities Laws, and is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as a an investment dealer in those jurisdictions in Canada in which it its is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent acts Agents will act only through members of a selling group who are so registered or licensed; and (vi) the Agents are not persons within the United States or a U.S. Person, the Broker Warrants were not offered to the Agents in the United States and this Agreement has not been signed by the Agents in the United States.