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

Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser that as of the date hereof and as of the Closing Date (except as otherwise indicated): (a) the Vendor is and shall be a corporation duly incorporated and validly existing under the laws of British Columbia and duly qualified to carry on business in British Columbia and has the corporate power and capacity to own its interest in its assets, and to enter into and to carry out the transactions contemplated in this Agreement; (b) the Vendor is and shall be in good standing with the Office of the Registrar of Companies for British Columbia, has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) and has never been struck from the register of companies maintained by the Office of the Registrar of Companies for British Columbia; (c) the execution and delivery of this Agreement and the completion of the transactions contemplated in this Agreement will have been by the Closing Date duly authorized by all necessary corporate action on the part of the Vendor; (d) the Vendor is not a non‐resident of Canada within the meaning of the Income Tax Act (Canada); (e) the Vendor has no indebtedness or obligation to any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances; (f) no person has any agreement, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and (g) following satisfaction of the mutual condition set out in Section 8.3, as of the Closing Date the Vendor will have a good and marketable title to the Property free and clear of all security interests, liens, claims, mortgages, charges, encumbrances and legal notations other than the Permitted Encumbrances.

Representations and Warranties of the Vendor. The 4.1 Vendor represents and warrants to Purchaser, with the intent Purchaser that will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, as of the date hereof and as of the Closing Date (except as otherwise indicated):follows: (a) the Vendor is and shall be a corporation duly incorporated and validly existing under the laws of British Columbia and duly qualified to carry on business in British Columbia and has the corporate power and capacity to own its interest in its assets, and to enter into and to carry out the transactions contemplated in this Agreement; (b) the Vendor is and shall be in good standing with the Office of the Registrar of Companies for British Columbia, has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) and has never been struck from the register of companies maintained by the Office of the Registrar of Companies for British Columbia; (c) the execution and delivery of this Agreement and the completion of the transactions transaction contemplated in this Agreement will hereby have been by the Closing Date duly and validly authorized by all necessary corporate limited liability company action on the part of Vendor, and this Agreement constitutes a valid and binding obligation of Vendor enforceable against Vendor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the Vendorrights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (db) except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 3 - Consents attached hereto, neither the execution and delivery of this Agreement nor the performance of Vendor's obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to Vendor, the Vendor Assets, or any contract, agreement, instrument, covenant, mortgage, or security, to which Vendor is not a non‐resident of Canada within the meaning of the Income Tax Act (Canada);party or which is binding upon Vendor, (eii) to the Vendor has no indebtedness knowledge of Vendor, result in any fees, duties, taxes, assessments, penalties or obligation to other amounts becoming due or payable by Purchaser under any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances;sales tax legislation. . (fc) no person Vendor owns and possesses and has any agreement, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and (g) following satisfaction of the mutual condition set out in Section 8.3, as of the Closing Date the Vendor will have a good and marketable title to the Property The Vendor Assets free and clear of all security interests, liens, claims, mortgages, charges, encumbrances Encumbrances of every kind and legal notations nature whatsoever; (d) no person other than the Permitted Encumbrances.Purchaser have any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Vendor of the The Vendor Assets;

Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser that as of the date hereof and as of the Closing Date (except as otherwise indicated): (a) the Vendor is and shall be a corporation duly incorporated and validly existing under the laws of British Columbia and duly qualified to carry on business in British Columbia and has the corporate power and capacity to own its interest in its assets, and to enter into and to carry out the transactions contemplated in this Agreement; (b) the Vendor is and shall be in good standing with the Office of the Registrar of Companies for British Columbia, has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) and has never been struck from the register of companies maintained by the Office of the Registrar of Companies for British Columbia;Business (c) the execution and delivery of this Agreement and the completion of the transactions contemplated in this Agreement will have been by the Closing Date duly authorized by all necessary corporate action on the part of the Vendor; (d) the Vendor is not a non‐resident non-resident of Canada within the meaning of the Income Tax Act (Canada); (e) the Vendor has no indebtedness or obligation to any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances; (f) no person has any agreement, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and (g) following satisfaction of the mutual condition set out in Section 8.3, as of the Closing Date the Vendor will have a good and marketable title to the Property free and clear of all security interests, liens, claims, mortgages, charges, encumbrances and legal notations other than the Permitted Encumbrances.

Representations and Warranties of the Vendor. The Vendor hereby represents and warrants to the Purchaser that as of the date hereof and as of the Closing Date (except as otherwise indicated):that: (a) the Vendor is the legal owner of the Purchased Shares with good and shall valid title thereto, free and clear of any claim, lien, charge or encumbrance whatsoever and has the exclusive right and full power to sell, assign, transfer and deliver the Purchased Shares to the Purchaser free and clear of any claims, liens or encumbrances whatsoever; (b) except as set out in this Agreement, there is not now any contract, option or right (at law, in equity or otherwise) binding upon the Vendor to sell, charge, assign, or alienate any of the Purchased Shares; (c) there is not now any agreement or other instrument binding upon the Vendor that will be violated by the execution and delivery of this Agreement or will prevent the performance or satisfaction by the Vendor of any of the terms and conditions herein contained; (d) the Vendor is a corporation duly incorporated and formed, validly existing and in good standing under the laws of British Columbia and duly qualified to carry on business in British Columbia Ontario, and has the corporate power and capacity to own its interest in its assets, and authority to enter into this Agreement and to carry out the transactions contemplated in this Agreementperform its obligations hereunder; (be) this Agreement has been duly executed and delivered by the Vendor is and shall be in good standing with the Office constitutes a legal, valid and binding obligation of the Registrar Vendor, enforceable against the Vendor in accordance with its terms, subject only to limitations on enforceability relating to: (i) bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally, and (ii) general principles of Companies for British Columbiaequity, has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) and has never been struck from the register regardless of companies maintained by the Office of the Registrar of Companies for British Columbiawhether asserted in a proceeding in equity or law; (cf) the execution and delivery of this Agreement and the completion sale of the transactions contemplated in this Agreement will Purchased Shares herein provided have been by the Closing Date duly and validly authorized by all necessary corporate action on the part of the Vendor;; and (dg) the Vendor either: (i) is not a non‐resident non-resident of Canada within the meaning of the Income Tax Act (Canada); (e) the Vendor has no indebtedness or obligation to any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances; (f) no person has any agreementAct, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in (ii) confirms the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and (g) following satisfaction Purchased Shares are not taxable Canadian property within the meaning of the mutual condition set out in Section 8.3, as of the Closing Date the Vendor will have a good and marketable title to the Property free and clear of all security interests, liens, claims, mortgages, charges, encumbrances and legal notations other than the Permitted EncumbrancesTax Act.

Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser Corporation as follows and acknowledges and agrees that as of the date hereof Corporation is relying on such representations and as of the Closing Date (except as otherwise indicated):warranties to enter into this Agreement: (a) the Vendor is and shall be a corporation duly incorporated and organized, and is validly existing subsisting, under the laws of the Province of British Columbia and duly qualified to carry on business is up-to-date in British Columbia the filing of all corporate and has similar returns under the corporate power and capacity to own its interest in its assets, and to enter into and to carry out the transactions contemplated in this Agreementlaws of that jurisdiction; (b) the Vendor is and shall be in good standing with the Office of the Registrar of Companies for British Columbia, has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) corporate power and has never been struck from the register of companies maintained by the Office of the Registrar of Companies for British Columbiaauthority to enter into this Agreement and to perform its obligations hereunder; (c) all necessary corporate action has been taken by the Vendor to authorize the execution and delivery of this Agreement and the completion performance of the transactions contemplated in this Agreement will have been by the Closing Date duly authorized by all necessary corporate action on the part of the Vendorits obligations hereunder; (d) this Agreement has been duly executed and delivered by the Vendor is not and (assuming due execution and delivery by the Corporation) constitutes a non‐resident of Canada within the meaning legal, valid, and binding obligation of the Income Tax Act (Canada);Vendor, enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; and (e) the execution and delivery of this Agreement by the Vendor and the performance by the Vendor of its obligations hereunder will not (whether after the passage of time or notice or both) conflict with, result in a violation or breach of, constitute a default or require any Consent (other than such as has no indebtedness already been obtained) to be obtained under, or obligation give rise to any person which might now termination rights or in future constitute a lienpayment obligation under, charge any provision of: (i) (A) any judgment, decree, order, or encumbrance on the Property, other than the Permitted Encumbrancesaward of any Governmental Authority having jurisdiction over it; or (B) any Applicable Laws; (fii) no person has any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders; or (iii) any license or registration or any agreement, or option or right tocontract, or capable of becoming an agreementcommitment, option written or right to, acquire any interest in the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and (g) following satisfaction of the mutual condition set out in Section 8.3, as of the Closing Date oral which the Vendor will have is a good and marketable title party or subject to the Property free and clear of all security interests, liens, claims, mortgages, charges, encumbrances and legal notations other than the Permitted Encumbrancesor bound by.

Representations and Warranties of the Vendor. The Vendor hereby represents and warrants to the Purchaser that as of the date hereof and as of the Closing Date (except as otherwise indicated):that: (a) The Vendor has full corporate power, capacity and authority to undertake all steps of the Vendor is and shall be a corporation duly incorporated and validly existing under the laws of British Columbia and duly qualified to carry on business in British Columbia and has the corporate power and capacity to own its interest in its assets, and to enter into transaction contemplated herein and to carry out the transactions contemplated in its obligations under this Agreement; (b) The Vendors owns and possesses adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the best the Vendor’s knowledge, after due inquiry, the Vendor is and shall be in good standing not infringing upon the rights of any other person with the Office of the Registrar of Companies for British Columbiarespect to any such trademarks, patents, copyrights or trade secrets and, no person has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) and has never been struck from the register of companies maintained by the Office of the Registrar of Companies for British Columbiainfringed any such trademark, patents, copyrights or trade secrets; (c) the Vendor beneficially owns the Purchased Assets and Rights free and clear of any claim, lien, charge or encumbrance whatsoever; (d) there is not now any contract, option or right (at law, in equity or otherwise) binding upon the Vendor to sell, charge, assign or alienate any interest in the Purchased Assets and Rights; (e) there is not now any agreement or other instrument binding upon the Vendor that will be violated by the execution and delivery of this Agreement or will prevent the performance or satisfaction by the Vendor of any of the terms and conditions herein contained; (f) other than the usual filings with the Canada Revenue Agency as they may be applicable to the sale and purchase of the Purchased Assets and Rights under this Agreement and the completion Act, no notices, reports or other filings are required to be made by the Vendor with, nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Vendor from, any governmental or regulatory authority, or any other party or parties, in connection with the execution and delivery of this Agreement by the Vendor and the performance of its obligations hereunder; (g) There is no legal, administrative, arbitration or other proceeding: (i) pending to which the Vendor is a party, or known by the Vendor to be threatened that could adversely impact the Vendor’s ability to sell the Purchased Assets and Rights; or (ii) not yet threatened but known by the Vendor to be capable of assertion (and which, if asserted, could have an adverse impact on the ability of the Vendor to sell the Purchased Assets and Rights to the Purchaser); (h) The Vendor is not subject to any outstanding judgment, order or decree of any court or administrative agency and there has been no action, suit or proceeding instituted before a court or governmental body, or instituted or threatened by any governmental agency or body: (a) to restrain or prevent the carrying out of the transactions contemplated by this Agreement; or (b) in this Agreement will have been by which the Closing Date duly authorized by plaintiff claims a lien, security interest or any other interest in the Purchased Assets and Rights; (i) The Vendor is not bankrupt or has taken the benefit of any law that may be in force for bankrupt or insolvent debtors or become involved in voluntary or involuntary bankruptcy, winding up of the Vendor’s business, dissolution, liquidation or similar proceedings; (j) the Purchased Assets and Rights are all necessary corporate action on or substantially all of the property used in a commercial activity that forms all or part of a business carried on by the Vendor; (dk) no representation, warranty or statement of the Vendor in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading; (l) all written and factual information previously furnished or to be furnished to the Purchaser by or on behalf of the Vendor in the data room or otherwise for this transaction, is true and accurate in every material respect and such information is not incomplete by the omission of any material fact necessary to make such information not misleading; and (m) the Vendor is not a non‐resident non-resident of Canada within for the meaning purposes of the Income Tax Act (Canada); (e) the Vendor has no indebtedness or obligation to any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances; (f) no person has any agreement, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and (g) following satisfaction of the mutual condition set out in Section 8.3, as of the Closing Date the Vendor will have a good and marketable title to the Property free and clear of all security interests, liens, claims, mortgages, charges, encumbrances and legal notations other than the Permitted EncumbrancesAct.