REPRESENTATIONS AND WARRANTIES OF THUNDERMIN. 15 4.1 Organization and Good Standing 15 4.2 Bankruptcy, etc. 15 4.3 Consents, Due Authorization, Binding Effect 15 4.4 Absence of Conflict 16 4.5 Capitalization 17 4.6 Financial Statements 17 4.7 Absence of Changes 18 4.8 Ordinary Course 18 4.9 No Restrictions on Activities 19 4.10 Extent of Liabilities 20 4.11 Non-Arm’s Length Transactions 20 4.12 No Guarantees 20 4.13 Business and Assets 20 4.14 Properties 21 4.15 Material Contracts 22 4.16 Taxes and Governmental Charges 22 4.17 Environmental Matters 23 4.18 Litigation and Compliance 24 4.19 Employment Matters and Employee Plans 24 4.20 No Powers of Attorney 25 4.21 Insurance 25 4.22 Fees and Commissions 25 4.23 Books and Records 25 4.24 Reporting Issuer Status; Public Filings 25 4.25 TSX-V Listing 26 4.26 U.S. Matters 26
REPRESENTATIONS AND WARRANTIES OF THUNDERMIN. Thundermin represents and warrants to each of Rambler and Subco as follows except as set forth in the Thundermin Disclosure Schedule and acknowledges and confirms that each of Rambler and Subco are relying on such representations and warranties in connection with entering into this Agreement.
