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

Representations and Warranties of the Offeror. 6.1 The Offeror represents and warrants to the Shareholder as follows and acknowledges that the Shareholder is relying upon these representations and warranties in connection with the entering into of this Agreement: (a) the Offeror is validly existing under the laws of British Columbia and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation, enforceable by the Shareholder against the Offeror in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (d) no authorization, consent, approval, licence, permit or order of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made by the Offeror in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (e) the common shares of the Offeror to be issued pursuant to the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafter.

Representations and Warranties of the Offeror. 6.1 The Offeror represents and warrants as follows as at the date hereof and immediately prior to the Shareholder time at which the Seller’s Securities are taken up and paid for under the Offer, and, where applicable, covenants to the Seller as follows and acknowledges that the Shareholder Seller is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement: (a) the Offeror is validly existing under the laws of British Columbia Canada and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderhereunder and under the Support Agreement; (b) the execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation, enforceable by the Shareholder Seller against the Offeror in accordance with its terms, subject, however, to limitations imposed except as the enforceability thereof may be limited by law in connection with (i) bankruptcy, insolvency insolvency, reorganization, moratorium or similar proceedings laws affecting creditor’s rights generally, (ii) general equitable principles or (iii) limitations under applicable Laws in respect of rights of indemnity, contribution and waiver of contribution; (c) none of the execution and delivery by the Offeror of this Agreement, the Support Agreement or the performance of its obligations hereunder or thereunder will result in a breach of (i) the constating documents of the Offeror; (ii) any agreement or instrument to which the Offeror is a party or by which the Offeror or any of its property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Authority applicable to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion Offeror; or (iv) subject to receipt of the court from which they are sought;approval of the TSX and NYSE with respect to the listing of the Offeror Shares, any Law applicable to the Offeror; and (d) no authorization, consent, approval, licence, permit or order of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made by the Offeror in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (e) the common shares of the Offeror Shares to be issued pursuant to the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and ; the Offeror has sufficient funds cash on-hand available to pay enable it to satisfy the Maximum Cash Consideration aggregate cash consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafter.

Representations and Warranties of the Offeror. 6.1 The Offeror represents and represents, warrants and, where applicable, covenants to the Shareholder as follows and acknowledges that the Shareholder is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement: (a) the Offeror is validly existing under the laws of British Columbia Ontario and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation, enforceable by the Shareholder against the Offeror in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;; and (d) no authorization, consent, approval, licence, permit or order permit, order, authorization of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made by the Offeror in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (e) the common shares of the Offeror to be issued pursuant to the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year six months thereafter.

Representations and Warranties of the Offeror. 6.1 The Offeror represents and represents, warrants and, where applicable, covenants to the Shareholder Seller as follows and acknowledges that the Shareholder Seller is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement: (a) the Offeror is validly existing under the laws of British Columbia Canada and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderhereunder and under the Support Agreement; (b) the execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this This Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation, enforceable by the Shareholder Seller against the Offeror in accordance with its terms, subject, however, to limitations imposed except as the enforceability thereof may be limited by law in connection with (i) bankruptcy, insolvency insolvency, reorganization, moratorium or similar proceedings laws affecting creditor’s rights generally, (ii) general equitable principles or (iii) limitations under applicable Laws in respect of rights of indemnity, contribution and waiver of contribution; (c) none of the execution and delivery by the Offeror of this Agreement, the Support Agreement or the performance of its obligations hereunder or thereunder will result in a breach of (i) the constating documents of the Offeror; (ii) any agreement or instrument to which the Offeror is a party or by which the Offeror or any of its property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Authority applicable to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion Offeror; or (iv) subject to receipt of the court from which they are sought;approval of the TSX and NYSE with respect to the listing of the Offeror Shares, any Law applicable to the Offeror; and (d) no authorization, consent, approval, licence, permit or order of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made by the Offeror in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (e) the common shares of the Offeror Shares to be issued pursuant to the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and ; the Offeror has sufficient funds cash on-hand available to pay enable it to satisfy the Maximum Cash Consideration aggregate cash consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafter.

Representations and Warranties of the Offeror. 6.1 The Offeror represents and warrants to the Shareholder as follows and acknowledges that the Shareholder is relying upon these representations and warranties in connection with the entering into of this AgreementCorporation that: (a) the Offeror is or will be at the date of the Offer, a corporation duly incorporated and validly existing under the laws of British Columbia its jurisdiction of incorporation; (b) the Offeror has all necessary power, authority, capacity and has the requisite corporate power and authority to conduct its business as it is now being conducted and right to enter into this Agreement and to perform its obligations hereundercomplete the transactions contemplated hereby; (bc) for the purposes of Securities Legislation, the Offeror has made adequate arrangements to ensure that the required funds are available to effect payment for all Common Shares that the Offeror has offered to acquire pursuant to the Offer; (d) upon the due execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize Corporation, this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes shall be a legal, valid and binding obligation, agreement enforceable by the Shareholder Corporation against the Offeror in accordance with its terms, terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency bankruptcy or similar proceedings, the equitable power of the court to stay proceedings before them and the execution of judgements and to the extent that the award of equitable remedies such as specific performance and injunction is within are in the discretion of the court from which they are sought; (de) no authorizationthe execution and delivery of this Agreement and the completion of the transactions contemplated herein upon and subject to the terms and conditions hereof and the fulfilment of and compliance with the terms and provisions hereof do not and will not: (i) violate any provision of law or administrative regulation or any judicial or administrative order, consentaward, approvaljudgement or decree applicable to the Offeror or any of its subsidiaries; (ii) conflict with any of the terms, conditions or provisions of the articles or by-laws of the Offeror or any of its subsidiaries; or (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, commitment or instrument to which the Offeror or any of its subsidiaries is a party or by which it is bound or to which its property is subject, or result in the cancellation, suspension or material alteration in the terms of any licence, permit or order authority held by the Offeror or any of its subsidiaries, or result in the creation of any Encumbrance upon any of the assets of the Offeror or any of its subsidiaries or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement or instrument; (f) other than in connection with Securities Legislation, no authorization, consent or approval of, or registrationfiling with any public body, declaration court or filing with, any third party or Regulatory Authority authority is required to be obtained or made by necessary on the part of the Offeror in connection with the execution, delivery and performance of this Agreement and for the consummation of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (eg) as at the common shares of date hereof, the Offeror to be issued pursuant to is the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital beneficial owner of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafter500,000 Common Shares.

Representations and Warranties of the Offeror. 6.1 7.1 The Offeror represents and Acquiror represents, warrants and, where applicable, covenants to the Shareholder Holder as follows and acknowledges that the Shareholder Holder is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement: (a) the Offeror Acquiror is validly existing under the laws of British Columbia the State of Delaware and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) at the Effective Time, Acquiror Sub (as defined in the Plan of Arrangement) will be validly existing under the laws of British Columbia and will have the requisite corporate power and authority to perform its obligations under the Plan of Arrangement; (c) the execution and delivery of this Agreement by the Offeror Acquiror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this . This Agreement has been duly executed and delivered by the Offeror Acquiror and, assuming the due authorization, execution and delivery by the ShareholderHolder, constitutes a legal, valid and binding obligation, enforceable by the Shareholder Holder against the Offeror Acquiror in accordance with its terms, subject, however, to limitations imposed by law Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (d) no authorization, consent, approval, licence, permit or order of, or registration, declaration or filing with, any third party or Regulatory Authority is required Acquiror Sub will have sufficient funds to be obtained or made by distribute to all the Offeror in connection with shareholders of the execution, delivery and performance of this Agreement and Company the Consideration to which they are entitled upon consummation of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this AgreementTransaction; and (e) the common shares of the Offeror to be issued pursuant there are no legal proceedings in progress or pending before any Governmental Entity or, to the Offer willknowledge of Acquiror, when issued pursuant threatened against Acquiror or its affiliates that would adversely affect in any manner the ability of Acquiror to enter into this Agreement or the Offer, be duly Arrangement Agreement and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafterperform its obligations hereunder or thereunder.

Representations and Warranties of the Offeror. 6.1 7.1 The Offeror represents and represents, warrants and, where applicable, covenants to the Shareholder Seller as follows and acknowledges that the Shareholder Seller is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement: (a) the The Offeror is validly existing under the laws of British Columbia its jurisdiction of incorporation and has the requisite corporate all necessary power and authority to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and to perform its obligations hereunder; (b) the The execution and delivery of this Agreement by the Offeror and the performance by it the Offeror of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its the Offeror’s obligations hereunder; (c) this This Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the ShareholderSeller, constitutes a legal, valid and binding obligation, enforceable by the Shareholder Seller against the Offeror in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;provisions; and (d) no authorization, consent, approval, licence, permit or order of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made none of the execution and delivery by the Offeror in connection with the execution, delivery and performance of this Agreement and or the consummation completion or performance of the transactions contemplated herebyby this Agreement or the compliance with the obligations hereunder by the Offeror will result in a breach of: (i) the constating documents of the Offeror, except for such authorizations, consents, approvals and filings as if applicable; (ii) any agreement or instrument to which the failure Offeror is a party or by which the Offeror or any of the Offeror’s property or assets is bound; or (iii) to obtain or make would the knowledge of the Offeror, any Laws except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, prevent or materially delay consummation of impair the transactions contemplated by this Agreement; and (e) the common shares ability of the Offeror to be issued pursuant perform its obligations under this Agreement or otherwise delay the Offeror in performing such obligations. 7.2 The Offeror hereby makes to each Seller the representations and warranties set out in Schedule B to the Offer will, when issued pursuant to Support Agreement and acknowledges that each Seller is relying upon these representations and warranties in connection with the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital entering into of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. this Agreement. 7.3 The representations and warranties of the Offeror set forth in this Article 6 7 shall survive until the completion termination of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafterthis Agreement.

Representations and Warranties of the Offeror. 6.1 The Offeror represents and warrants to the Shareholder as follows and acknowledges that the Shareholder Seller is relying upon these such representations and warranties in connection with the entering into sale to the Offeror of this Agreementthe Subject Shares: (a) the Offeror is a validly existing corporation under the laws of British Columbia OBCA and has the requisite all necessary corporate power and authority to own its assets and conduct its business as it is now being conducted currently owned and to enter into this Agreement and to perform its obligations hereunderconducted; (b) the Offeror has the power, authority and right to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Offeror and the performance consummation by it the Offeror of its obligations hereunder the transactions contemplated by this Agreement have been duly authorized by its board the Board of directors Directors of the Offeror, and no other corporate proceedings on its the part of the Offeror are necessary to authorize this Agreement and or the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligationobligation of the Offeror, enforceable by the Shareholder against the Offeror in accordance with its it terms, subject, however, subject to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and other laws affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of the a court from which they are sought;of competent jurisdiction; and (dc) no authorization, consent, approval, licence, permit or order of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made the execution and delivery by the Offeror in connection with the execution, delivery and performance of this Agreement and the consummation performance by it of the transactions contemplated hereby, except for such authorizations, consents, approvals its obligations hereunder and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (e) the common shares of the Offeror to be issued pursuant to the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by Offer, will not be in breach of its constating documents or any agreement or instrument to which the Offeror is a party or by which the Offeror or any of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafterOfferor’s property or assets are bound.

Representations and Warranties of the Offeror. 6.1 The Offeror represents and represents, warrants and, where applicable, covenants to the Shareholder as follows and acknowledges that the Shareholder is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement: (a) the Offeror is validly existing under the laws of British Columbia Ontario and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation, enforceable by the Shareholder against the Offeror in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;; and (d) no authorization, consent, approval, licence, permit or order permit, order, authorization of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made by the Offeror in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (e) the common shares of the Offeror to be issued pursuant to the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase transfer by the Offeror Shareholder of the Deposited Shares under the Offer Share and, despite such completion, shall continue in full force and effect for the benefit of the Shareholder for a period of one year thereafterfrom the date of this Agreement.