Common use of REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and the Parent jointly and severally represent and warrant to the Securityholder (and acknowledge that the Securityholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) the matters set out below: (a) The Purchaser is a corporation duly incorporated and validly existing under the laws of Ontario, Canada and has all necessary corporate power, authority and capacity to enter into this Agreement. The execution and delivery of this Agreement and the performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and 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. (b) None of the execution and delivery by the Purchaser of this Agreement or the compliance by the Purchaser with the Purchaser's obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Purchaser; (ii) any contract to which the Purchaser is a party or by which the Purchaser is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws. (c) No material consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement, the performance by it of its obligations under this Agreement and the consummation by the Purchaser of the Arrangement, other than those which are contemplated by the Arrangement Agreement. (d) There is no proceeding, claim or investigation pending before any Governmental Entity, or to the best of the knowledge of the Purchaser, threatened against the Purchaser or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Purchaser's ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement. (e) The Parent is a corporation duly incorporated and validly existing under the laws of Delaware, USA and has all necessary corporate power, authority and capacity to enter into this Agreement. The execution and delivery of this Agreement and the performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Parent. This Agreement constitutes a legal, valid and binding obligation of the Parent enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and 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. (f) None of the execution and delivery by the Parent of this Agreement or the compliance by the Parent with the Parent's obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Parent; (ii) any contract to which the Parent is a party or by which the Parent is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws. (g) No material consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the Parent in connection with the execution and delivery of this Agreement, the performance by it of its obligations under this Agreement and the consummation by the Parent of the Arrangement, other than those which are contemplated by the Arrangement Agreement. (h) There is no proceeding, claim or investigation pending before any Governmental Entity, or to the best of the knowledge of the Parent, threatened against the Parent or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Parent's ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.