Common use of REPRESENTATIONS AND WARRANTIES OF XXXXXXX Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Noteholders that, which representations and warranties shall expire and be terminated on the earlier of termination of this Agreement or Xxxxxxx’x payment of the amounts set forth in Section 2.3(b): (a) On a consolidated and non-consolidated basis, Xxxxxxx is not now insolvent and will not be rendered insolvent by any of the rights, duties, obligations or transactions contemplated by this Agreement (collectively the “Xxxxxxx Contemplated Transactions”). As used in this Agreement, insolvent means the sum of the debts and other provable liabilities of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assets. Xxxxxxx also represents and warrants that Xxxxxxx has adequate capitalization for its currently contemplated business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond the ability of Xxxxxxx to pay as such debts mature. (b) Immediately after giving effect to the consummation of the Xxxxxxx Contemplated Transactions on a consolidated and non-consolidated basis: (i) Xxxxxxx will be able to pay its liabilities when they become due and payable in the ordinary course of its business; (ii) Xxxxxxx will have adequate capital with which to conduct its present or proposed business; (iii) Xxxxxxx will have assets (calculated at a fair market value) that exceed its liabilities; and (iv) Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages (taking into account the maximum probable amount of any such judgment and any such actions in the earliest reasonable time at which such actions might be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms. (c) Xxxxxxx has sufficient cash on hand or binding enforceable commitments to provide it with, and on the dates specified in Section 2.3 for the making of payments to the Noteholders will have, funds sufficient to satisfy its obligations to pay the Purchase Price Payments. Xxxxxxx has no reason to believe, and has not been provided with any notice (whether written or otherwise), that any of the persons providing any commitments referred to above are unable or are not required or do not intend, for any reason, to satisfy their obligations under such commitments. Xxxxxxx acknowledges that its obligations under this Agreement are not contingent on obtaining financing.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Noteholders that, which representations and warranties shall expire and be terminated on the earlier of termination of this Agreement or Xxxxxxx’x payment of the amounts set forth in Section 2.3(b):Verida as follows: (a) On That Triad is a consolidated and non-consolidated basisstock corporation, Xxxxxxx organized pursuant to the laws of the State of California, is a validly existing corporation in good standing, is not now insolvent licensed or qualified to do business as a foreign corporation in any other state or foreign country, has no subsidiaries, and will not be rendered insolvent by any there has been no change in the articles, bylaws, or other governing documents of Triad from August 30, 1999, through the rights, duties, obligations or transactions contemplated by this Agreement (collectively the “Xxxxxxx Contemplated Transactions”). As used in date of this Agreement, insolvent means the sum of the debts and other provable liabilities of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assets. Xxxxxxx also represents and warrants that Xxxxxxx has adequate capitalization for its currently contemplated business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond the ability of Xxxxxxx to pay as such debts mature. (b) Immediately after giving effect That Triad does not own, and has not previously owned, the capital stock of, or any other proprietary interest in, any other corporation, partnership, or other business entity, and there are no other corporations, partnerships, or other business entities that control, are controlled by, or are under common control with Triad. (c) That Triad has an authorized capitalization of One Million (1,000,000) no par shares, all of which are common stock; that Thirty Eight Thousand Seven Hundred (38,700) shares of Triad's common stock are issued and outstanding and are fully paid and not assessable; that there are no outstanding subscriptions to purchase, options, contracts, calls, commitments, or demands of any character in relation to any shares of Triad. (d) That Xxxxxxx is the lawful owner and holder of such Thirty Eight Thousand Seven Hundred (38,700) shares of capital stock of Triad; that Xxxxxxx has full power and right to enter into this Merger Agreement and to exchange the Shares free of any liens, encumbrances, claims, or agreements; and that at the time of delivery of the Shares to Verida, they will be free of any claim, lien, or encumbrance, so as to allow good title to vest in Verida. This merger will not constitute a breach of any agreement to which Xxxxxxx is a party; and this agreement, upon execution and delivery, shall constitute a valid and binding obligation of Xxxxxxx and Triad, enforceable against them in accordance with its terms. (e) That to the best of Xxxxxxx'x knowledge, all necessary licenses and permits for the business operation of Triad are valid and will remain in force, and there are no proceedings or actions pending to limit or impair any of Triad's rights, powers, or privileges, or to dissolve Triad. (f) That Triad is the sole and absolute owner of the assets described on its balance sheet of June 30, 1999, which is a part of the financial statements of Triad of June 30, 1999, attached hereto as a part of Schedule 1 and incorporated by this reference as if fully set forth herein (the "Balance Sheet"); that the Balance Sheet is a true, accurate, and complete statement of the financial condition of Triad and its assets and liabilities as of such date; that to the best of Xxxxxxx'x knowledge, as of the Closing date there have been no material, adverse changes, financial or otherwise, in the business operations, assets, prospects, and financial condition of Triad since the date of the Balance Sheet, Triad having conducted its business in the ordinary course since that date to preserve intact its business, properties, and goodwill; and that no action has been taken since that date to impair or reduce the net worth of Triad as shown on the Balance Sheet. "Material, adverse change," as used in this Section 5(f), shall mean a reduction of more than $100,000 in the fair market value of Triad. The occurrence of any such material, adverse change as described herein shall not prevent Closing, however, except as provided in Section 2 above, notwithstanding any language herein to the contrary. (g) That Triad owns all of its assets subject only to such liens or encumbrances set forth in the Balance Sheet, and all operating assets are in good operating condition and repair. (h) That there are no actions, suits, investigations, or proceedings at law or equity pending against Triad or its assets or business, or against Xxxxxxx which could affect the consummation of this transaction or encumber the Shares. Xxxxxxx Contemplated Transactions on does not know, nor does he have any basis to know, of any suits or proceedings against Triad or Xxxxxxx; and that there are no unsatisfied judgments existing, whether filed or not, against Triad, or against Xxxxxxx which could affect the consummation of this transaction or encumber the Shares. There are no actions or proceedings pending or proposed in which Triad is a consolidated and non-consolidated basis: plaintiff or petitioner. (i) Xxxxxxx will be able to pay its liabilities when they become due and payable That since June 30, 1999, there have been no distributions of any properties of Triad, nor any declaration of a dividend on Triad's stock, nor has Triad entered into any contract which obligates it for matters other than supply purchase commitments made in the ordinary course of its business; (ii) Xxxxxxx will that all material agreements to which Triad is subject, whether written or oral, are set forth in Schedule 1; that executory purchase commitments of Triad have adequate capital with which to conduct its present been made in the ordinary course of business and are not in excess of Triad's ordinary usual business requirements, and do not call for the payment of any premiums or proposed business; (iii) Xxxxxxx will have assets (calculated price in excess of the current market value at a fair market value) that exceed its liabilitiesthe time such purchases were made; and that Triad has not defaulted under any contract or commitment under which it is a party or by which it is bound. (ivj) That Triad has no employment contracts or collective bargaining agreements, whether or not legally binding, nor does Triad or Xxxxxxx will be able have any knowledge of any union organizing activities among or with respect to satisfy promptly the employees of Triad. That Triad has no bonus, deferred compensation, profit- sharing, pension, or retirement plans, whether or not legally binding, except as disclosed to Verida. (k) That to the best of Xxxxxxx'x knowledge, as of the date of Closing, except as reflected in the Balance Sheet or in financial statements and notes thereto dated June 30, 1999, which are attached hereto as a part of Schedule l, there are no liabilities or debts, contingent or otherwise, existing against Triad for any cause whatsoever other than those arising in the ordinary and regular course of Triad's business from the date thereof to the Closing date, or in accordance with their the terms of this Agreement; nor, to the knowledge of Xxxxxxx, is there any pendingbasis for the assertion of any liabilities against Triad, threatened other than those expressed herein, arising from or reasonably anticipated out of any transaction entered into prior to this Agreement. (Al) litigationThat to the best of Xxxxxxx'x knowledge, (B) final judgmentsTriad has performed all of its obligations which were required to be performed by it up to the Closing date by the terms of any agreement, contract, or commitment, and that no material obligations are expected to have been paid prior to their normal maturity and in due course. (Cm) actions for money damages (taking into account That to the maximum probable amount best of any such judgment and any such actions in the earliest reasonable time at which such actions might be rendered)Xxxxxxx'x knowledge, all of Triad's accounts receivable, as well set forth on the Balance Sheet, and as all other obligations of Xxxxxxx. The cash available to Xxxxxxxthe Closing date, after taking into account all other anticipated uses are valid and existing as of cashsuch dates, will be sufficient to pay all such debts and judgments promptly are collectable in accordance with their termsthe terms extended by Triad. To the best of Xxxxxxx'x knowledge, except as otherwise set in Schedule 2 attached hereto and incorporated herein by this reference (which Schedule 2 sets forth exceptions and qualifications, if any, to Xxxxxxx'x representations and warranties set forth in this Section 5, inclusive), no valid defense or right of setoffs exists to Triad's right to collect such accounts receivable in the full amount shown on such books of account. (cn) Xxxxxxx has sufficient cash on hand or binding enforceable commitments to provide it withThat all of the physical assets of Triad are, and on the dates specified in Section 2.3 for the making of payments will continue to be up to the Noteholders date of Closing, insured against loss by fire and extended coverage from risks insured against under Triad's existing fire and extended coverage insurance policies for at least the cost of such assets. (o) That Triad has filed all federal, state, and local tax returns required by law to be filed by it, and that all taxes, penalties, and interest due to such tax authorities for all periods covered by such returns have been paid in full; that adequate cash reserves have been established upon the Balance Sheet, and that the Balance Sheet will havereflect adequate cash reserves, funds sufficient covering all federal, state, and local taxes with respect to satisfy its obligations the operations of Triad up to pay and including the Purchase Price PaymentsClosing date. (p) That Triad presently leases real property from The Xxxxxxx Family Trust under and pursuant to a lease dated March 14, 1994 (hereinafter referred to as the "Lease"). A true and correct copy of the Lease has been provided to Verida. The Lease is now in full force and effect and all amounts payable thereunder have been paid. To the best of Xxxxxxx'x knowledge, all uses of such leased property and any property owned by Triad conform, in all material respects, to all applicable building and zoning ordinances, laws, and regulations. (q) That Triad has received no notice that Triad is in breach or default under the Lease. Xxxxxxx has no reason to believecomplied with the notice and consent requirements of paragraph XIV of the Lease, in accordance with the provisions of paragraph XX thereof, and represents and warrants that the landlord, after reasonable notice, has not objected to the assignment resulting from this transaction. (r) That Schedule 1 sets forth the name of each bank in or with which ---------- Triad has an account, loan, credit line, or safe deposit box, and the names of all persons presently authorized to draw thereon or having access thereto, and the names of all persons, if any, now holding powers of attorney from Triad and a summary statement of the terms thereof. (s) That Schedule 3 contains a complete and accurate list of the names and ---------- current salary or pay rates of all persons presently employed by Triad. (t) That pending the Closing of this transaction, Xxxxxxx will use and exert his best efforts to retain Triad as a functioning, going concern. (u) That no representation or warranty by Xxxxxxx or Triad contained in this Agreement, and no statement contained in any instrument furnished or to be furnished by Xxxxxxx or Triad pursuant to this Agreement or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of fact, or knowingly omits or will omit to state a fact necessary in order to make the statements contained herein and therein not misleading. Without limiting the generality of the foregoing, there is no fact known to Xxxxxxx or any officer, director, or employee of Triad who has any responsibility for the management of its assets, properties, or rights which has not been provided with any notice (whether written disclosed to Verida and which materially, adversely affects the value of such assets, properties, or otherwise), that any of the persons providing any commitments referred to above are unable or are not required or do not intend, for any reason, to satisfy their obligations under such commitments. Xxxxxxx acknowledges that its obligations under this Agreement are not contingent on obtaining financingrights.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Noteholders that, which representations PLC and warranties shall expire and be terminated on the earlier of termination of this Agreement or Xxxxxxx’x payment of the amounts set forth in Section 2.3(b):PLC Parent as follows: (a) On a consolidated and non-consolidated basis, Xxxxxxx is not now insolvent a limited liability company duly organized, validly existing and will not be rendered insolvent by any in good standing under the laws of the rights, duties, obligations or transactions contemplated by this Agreement (collectively the “Xxxxxxx Contemplated Transactions”). As used in this Agreement, insolvent means the sum State of the debts and other provable liabilities of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assetsDelaware. Xxxxxxx also represents has all necessary power and warrants that Xxxxxxx has adequate capitalization for authority to execute, deliver and perform its currently contemplated business obligations under the Transaction Documents and transactions and that Xxxxxxx has not and will not incur debts that will be beyond to consummate the ability of Xxxxxxx to pay as such debts matureTransactions. (b) Immediately after giving effect to The execution, delivery and performance by Xxxxxxx of the Transaction Documents and the consummation by it of the Transactions have been duly authorized, and no other action on the part of Xxxxxxx Contemplated Transactions on a consolidated or its Affiliates is necessary to authorize the execution and non-consolidated basis: (i) delivery by Xxxxxxx will be able to pay its liabilities when they become of the Transaction Documents or the consummation by it of the Transactions. The Transaction Documents have been duly executed and delivered by Xxxxxxx and, assuming due and payable in valid authorization, execution and delivery thereof by PLC and PLC Parent, the ordinary course Transaction Documents are valid and binding obligations of its business; (ii) Xxxxxxx will have adequate capital with which to conduct its present or proposed business; (iii) enforceable against Xxxxxxx will have assets (calculated at a fair market value) that exceed its liabilities; and (iv) Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pendingrespective terms, threatened or reasonably anticipated except (Ai) litigationas limited by applicable Bankruptcy, (B) final judgmentsinsolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (Cii) actions for money damages (taking into account the maximum probable amount availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any such judgment and any such actions in the earliest reasonable time at which such actions might proceeding therefor may be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with their termsbrought. (c) The execution, delivery and performance of the Transaction Documents by Xxxxxxx will not (with the passage of time, notice or both) violate the provisions of, or constitute a breach or default under (i) the organizational documents of Xxxxxxx, (ii) any Law to which Xxxxxxx is subject, or (iii) any material contract to which Xxxxxxx or any Affiliate is a party, in any case, that would result in the imposition of any lien, claim, charge or other Encumbrance against any of the Contributed Assets or violate any Law or Order of any Governmental Entity or any arbitrator, having jurisdiction over Xxxxxxx, or otherwise affect the ability of the Parties to exercise their rights or fulfill their obligations under the Transaction Documents. (d) Xxxxxxx has sufficient cash on hand or binding enforceable commitments good title to provide it witheach of the Contributed Assets, free and on the dates specified clear of any Encumbrances, except as described in Section 2.3 for the making of payments to the Noteholders will have, funds sufficient to satisfy its obligations to pay the Purchase Price PaymentsSchedule 2.1. Xxxxxxx has no reason all right, power and authority to believesell, convey, assign, transfer and deliver the Contributed Assets to PLC in accordance with the terms of this Agreement. Xxxxxxx has delivered the Contributed Assets to PLC, free and clear of any and all Encumbrances except as described in Schedule 2.1. (i) To the best of its knowledge, as of the Effective Date, Xxxxxxx and its Affiliates have taken all reasonable measures to protect the proprietary nature of each item of Xxxxxxx Intellectual Property, and has not been provided with any notice (whether written or otherwise)to maintain in confidence all trade secrets and confidential information. As of the Effective Date, that neither Xxxxxxx nor any of its Affiliates have previously granted any rights to any third party that are inconsistent with the persons providing any commitments referred rights granted to above are unable or are not required or do not intend, for any reason, to satisfy their obligations under such commitments. Xxxxxxx acknowledges that its obligations PLC under this Agreement are not contingent and neither it nor they have entered into any agreement pursuant to which it or they have licensed, assigned, or otherwise disposed of any interest it or they have under the Xxxxxxx Intellectual Property in the Field of Use. (ii) To the best of its knowledge, on obtaining financingthe Effective Date none of the Xxxxxxx Intellectual Property constitutes a misappropriation of any Intellectual Property Rights of any person or entity. (f) UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, THE PARTIES AGREE THAT THE CONTRIBUTED ASSETS ARE BEING CONTRIBUTED TO PLC AND ACCEPTED BY PLC IN THEIR PRESENT, STRICT “AS IS, WHERE IS” CONDITION AND WITH ALL FAULTS, AND THAT PLC AND PLC PARENT ARE NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM XXXXXXX, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS OR AGENTS RELEVANT TO THE CONTRIBUTED ASSETS.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx hereby represents and warrants to Discovery and covenants with Discovery as follows: x. Xxxxxxx has received and carefully reviewed a copy of Discovery's Annual Report on Form 10-KSB for the Noteholders thatyear ended December 31, which representations 1997 (including without limitation the section thereof entitled "Important Considerations Regarding Forward-Looking Statements"), Discovery's Quarterly Report on Form 10-QSB for quarter ended September 30, 1998 and warranties shall expire Discovery's current reports on Form 8-K dated November 13 and be terminated on December 1, 1998, has been afforded the earlier opportunity to ask questions of termination and receive answers from duly authorized officers or other representatives of this Agreement or Xxxxxxx’x payment Discovery concerning the terms and conditions of the amounts set forth in Section 2.3(b): (a) On a consolidated and non-consolidated basis, Xxxxxxx is not now insolvent and will not be rendered insolvent by any of the rights, duties, obligations or transactions contemplated by this Agreement and has received any additional information regarding Discovery and the Shares which Xxxxxxx has requested. x. Xxxxxxx'x agreement to accept the Shares in satisfaction of the Converted Amount was not obtained by means of any form of general solicitation or general advertising, and in connection therewith Xxxxxxx did not: (collectively A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. x. Xxxxxxx is an accredited investor within the “meaning of Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"), and Xxxxxxx Contemplated Transactions”was not formed for the purpose of receiving the Shares. Xxxxxxx, either by reason of Xxxxxxx'x business or financial experience or the business or financial experience of Xxxxxxx'x purchaser representative (within the meaning of Rule 501 under the Securities Act). As used , which purchaser representative, if any, is unaffiliated with and is not compensated by Discovery or any affiliate of Discovery, directly or indirectly, has the capacity to protect Xxxxxxx'x interests in connection with this Agreement, insolvent means . x. Xxxxxxx recognizes that the sum acquisition of the debts and other provable liabilities Shares involves a high degree of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assets. Xxxxxxx also represents and warrants risk in that Xxxxxxx has adequate capitalization for its currently contemplated business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond the ability of Xxxxxxx to pay as such debts mature. (b) Immediately after giving effect to the consummation of the Xxxxxxx Contemplated Transactions on a consolidated and non-consolidated basis: (i) Xxxxxxx will be able to pay its liabilities when they become due an investment in Discovery is highly speculative and payable in the ordinary course of its business; (ii) Xxxxxxx will have adequate capital with which to conduct its present or proposed business; (iii) Xxxxxxx will have assets (calculated at a fair market value) that exceed its liabilities; and (iv) Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages (taking into account could sustain the maximum probable amount loss of any such judgment and any such actions in the earliest reasonable time at which such actions might be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with their termsXxxxxxx'x entire investment. (c) x. Xxxxxxx has sufficient cash on hand or binding enforceable commitments hereby acknowledges that the issuance of the Shares to provide it with, and on the dates specified in Section 2.3 for the making of payments to the Noteholders will have, funds sufficient to satisfy its obligations to pay the Purchase Price Payments. Xxxxxxx has no reason to believe, and has not been provided with any notice (whether written or otherwise), that any registered under the Securities Act and is intended to be exempt from the registration requirements of Section 5 of the persons providing any commitments referred Securities Act pursuant to above are unable or are not required or do not intend, for any reason, to satisfy their obligations under such commitmentsSections 4(2) of the Securities Act and Regulation D promulgated thereunder. Xxxxxxx acknowledges agrees that its obligations Xxxxxxx will not sell or otherwise transfer the Shares unless (i) such sale or transfer is registered under this Agreement are not contingent on obtaining financingthe Securities Act or (ii) in the opinion of counsel reasonably acceptable to Discovery, such sale or transfer is otherwise exempt from registration under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Noteholders thatand in favour of Converge as follows, which and acknowledges that Converge is relying upon such representations and warranties shall expire and be terminated on in connection with the earlier of termination of this Agreement or Xxxxxxx’x payment completion of the amounts set forth in Section 2.3(b):transactions contemplated herein: (a) On Each of Xxxxxxx and Xxxxxxx Subco is a consolidated corporation, partnership or limited liability company incorporated and non-consolidated basis, Xxxxxxx is not now insolvent validly existing or created and will not be rendered insolvent by any existing under the laws of the rightsjurisdiction of its incorporation or existence. Xxxxxxx and Xxxxxxx Subco have all necessary corporate power, duties, obligations or transactions contemplated by this Agreement (collectively the “Xxxxxxx Contemplated Transactions”)authority and capacity to own their property and assets as now owned and to carry on their business as it is now being conducted. As used in this Agreement, insolvent means the sum of the debts and other provable liabilities Each of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assets. and Xxxxxxx also represents Subco: (i) has all requisite corporate power and warrants that Xxxxxxx has adequate capitalization for authority to conduct its currently contemplated business substantially as now conducted; and (ii) is duly registered or otherwise authorized and qualified to do business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond is in good standing in each jurisdiction in which the ability character of Xxxxxxx to pay as its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such debts maturequalification necessary. (b) Immediately after giving effect Other than Xxxxxxx Subco, Xxxxxxx has no direct or indirect subsidiaries. Xxxxxxx does not hold an investment in any Person which is currently material to the consummation business and affairs of Xxxxxxx; Xxxxxxx’x direct ownership interest in Xxxxxxx Subco is held free and clear of all Encumbrances; and all such securities of the Xxxxxxx Contemplated Transactions on a consolidated Subco have been validly issued and are outstanding as fully paid and non-consolidated basis: (i) Xxxxxxx will be able to pay its liabilities when they become due and payable in the ordinary course of its business; (ii) Xxxxxxx will have adequate capital with which to conduct its present or proposed business; (iii) Xxxxxxx will have assets (calculated at a fair market value) that exceed its liabilities; and (iv) Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages (taking into account the maximum probable amount of any such judgment and any such actions in the earliest reasonable time at which such actions might be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with their termsassessable. (c) Xxxxxxx does not conduct any business and does not hold any property or assets other than cash and equivalents. (d) The authorized capital of Xxxxxxx consists of an unlimited number of Xxxxxxx Common Shares, of which 4,250,000 Xxxxxxx Common Shares are issued and outstanding as at the date hereof as fully paid and non-assessable shares in the capital of Xxxxxxx. (e) Other than the 150,000 Xxxxxxx Options to purchase 150,000 Xxxxxxx Common Shares and 100,000 Xxxxxxx Warrants to purchase 100,000 Xxxxxxx Common Shares, no Person has sufficient cash any agreement or option or right or privilege (whether at Law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or exchange or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of Xxxxxxx or Xxxxxxx Subco. (f) The execution and delivery of, and performance by each of Xxxxxxx and Xxxxxxx Subco of, this Agreement and the consummation of the transactions contemplated hereby, including the Amalgamation have been duly authorized by all necessary corporate action on hand the part of each of Xxxxxxx and Xxxxxxx Subco and no other corporate actions on the part of each of Xxxxxxx and Xxxxxxx Subco are necessary to authorize this Agreement or to complete the Amalgamation. (g) This Agreement has been duly executed and delivered by each of Xxxxxxx and Xxxxxxx Subco and constitutes a legal, valid and binding agreement of Xxxxxxx and Xxxxxxx Subco, as applicable, enforceable commitments against it in accordance with its terms subject only to provide it any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other applicable Laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (h) The execution and delivery of and performance by each of Xxxxxxx and Xxxxxxx Subco of its obligations under this Agreement, the completion of the Amalgamation contemplated hereby and the performance of its obligations hereunder, do not and will not: (i) constitute or result in a violation or breach of, or conflict with, any of the terms or provisions of its constating documents or articles; (ii) constitute a violation, contravention or breach of any of the terms, conditions or provisions of any Contract or instrument to which Xxxxxxx or Xxxxxxx Subco is bound or constitute a default by Xxxxxxx or Xxxxxxx Subco thereunder, or under any statute regulation, judgment, decree or law to which Xxxxxxx or Xxxxxxx Subco is subject or bound or result in the creation or imposition of any Encumbrance upon the assets of Xxxxxxx or Xxxxxxx Subco; or (iii) result in the violation of any applicable Law or any applicable order of any court, arbitrator or Governmental Entity having jurisdiction over Xxxxxxx, other than such violations, contraventions, breaches, defaults or Encumbrances that individually or in the aggregate would not reasonably be expected have a Material Adverse Effect on Xxxxxxx and Xxxxxxx Subco. (i) Except for the Exchange Acceptance and filings to be made pursuant to the Business Corporations Act (British Columbia) in connection with the Consolidation, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by Xxxxxxx or Xxxxxxx Subco in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including the Amalgamation. (j) Xxxxxxx is not a party to any agreement, nor is Xxxxxxx aware of any agreement, which in any manner affects the voting control of any of the securities of Xxxxxxx. (k) Xxxxxxx is a “reporting issuer” (as that term is defined under applicable Securities Laws in each of the provinces of Ontario, Alberta and British Columbia) and is not in default of the requirements of the applicable Securities Laws in such jurisdictions in any material respect. (l) Xxxxxxx has timely filed all material documents and information required to be filed by it pursuant to applicable Securities Laws with the applicable securities commissions (the “Disclosure Documents”) and Xxxxxxx does not have any confidential filings with any securities authorities. As of the time the Disclosure Documents were filed with the applicable securities regulators and on the dates specified in Section 2.3 SEDAR (System for the making of payments Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior to the Noteholders date of this Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable Securities Laws in the jurisdictions they were filed; and (ii) to the extent required by applicable Securities Laws, none of the Disclosure Documents contained any untrue statement of a material fact regarding Xxxxxxx or omitted to state a material fact regarding Xxxxxxx required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (m) As at the date hereof, there is no material fact or material change (as such term is defined pursuant to the Securities Laws) in the business or affairs of Xxxxxxx that has not been generally disclosed to the public. (n) The Xxxxxxx Common Shares are listed and posted for trading on the TSXV; Xxxxxxx has, and will havecontinue to use its commercially reasonable efforts to comply with all applicable policies of the TSXV, funds sufficient to satisfy however the Xxxxxxx Common Shares are currently halted from trading pending the completion of the Amalgamation. (o) Xxxxxxx is, in all material respects, conducting its obligations to pay the Purchase Price Payments. Xxxxxxx has no reason to believe, business in compliance with all applicable Laws of each jurisdiction in which its business is carried on and has not been provided received a notice of material non-compliance, and, to the knowledge of Xxxxxxx, there are no facts that would give rise to a notice of material non- compliance with any notice such laws and regulations. (p) Xxxxxxx and Xxxxxxx Subco are not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws. No act or proceeding has been taken by or against Xxxxxxx or Xxxxxxx Subco in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Xxxxxxx or Xxxxxxx Subco, nor, to the knowledge of Xxxxxxx, is any threatened, or for the appointment of a trustee, receiver, manager or other administrator of Xxxxxxx or Xxxxxxx Subco or any of their properties or assets. Neither Xxxxxxx or Xxxxxxx Subco has sought protection under the Bankruptcy and Insolvency Act (Canada) or the Company Creditors Arrangement Act (Canada) or applicable bankruptcy legislation outside Canada. (q) Other than this Agreement, neither Xxxxxxx nor Xxxxxxx Subco is currently party to any agreement in respect of: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by Xxxxxxx or Xxxxxxx Subco whether by asset sale, transfer of shares or otherwise; or (ii) the change of control of Xxxxxxx or Xxxxxxx Subco (whether written by sale or transfer of shares or otherwise). (r) The Xxxxxxx Financial Statements (i) have been prepared in accordance with IFRS applied on a consistent basis throughout the periods involved or as noted therein, (ii) do not contain any misrepresentations with respect to the periods covered therein, and (iii) present fairly, in all material respects, the financial position of Xxxxxxx for the periods then ended. (s) There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of Xxxxxxx which are required to be disclosed and are not disclosed or reflected in the Xxxxxxx Financial Statements and Xxxxxxx does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Xxxxxxx Financial Statements other than those incurred in the ordinary course of business. (t) There has been no change in accounting policies or practices of Xxxxxxx since the date of its incorporation, other than as required by IFRS and as disclosed in the Xxxxxxx Financial Statements. (u) The auditors of Xxxxxxx are independent accountants as required by the Securities Laws and there has not been any “reportable event” (within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations) with respect to the present auditors of Xxxxxxx. (v) Since May 31, 2018: (i) other than the entering into of this Agreement and the performance of the obligations hereunder there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of Xxxxxxx; (ii) there has not been any material change in the capital stock or long- term debt of Xxxxxxx on a consolidated basis; and (iii) Xxxxxxx has carried on its businesses in the ordinary course. (w) All Taxes due and payable by Xxxxxxx or Xxxxxxx Subco, have been paid, except where the failure to pay such Taxes would not reasonably be expected to result in a Material Adverse Change in respect of Xxxxxxx or Xxxxxxx Subco. All Tax returns, declarations, remittances and filings required to be filed by Xxxxxxx or Xxxxxxx Subco have been filed with all appropriate Governmental Entities and all such returns, declarations, remittances and filings did not contain a misrepresentation as at the respective dates thereof except where the failure to file such documents or such misrepresentation would not reasonably be expected to result in a Material Adverse Change in respect of Xxxxxxx or Xxxxxxx Subco. To the knowledge of Xxxxxxx or Xxxxxxx Subco, no examination of any Tax return of Xxxxxxx or Xxxxxxx Subco is currently in progress and there are no issues or disputes outstanding with any Governmental Entity respecting any Taxes that have been paid, or may be payable, by Xxxxxxx or Xxxxxxx Subco, in any case, except where such examinations, issues or disputes would not reasonably be expected to result in a Material Adverse Change in respect of Xxxxxxx or Xxxxxxx Subco. (x) There are no actions, proceedings or investigations (whether or not purportedly by or on behalf of Xxxxxxx or Xxxxxxx Subco) against or affecting or, to the best knowledge of Xxxxxxx, pending or threatened against Xxxxxxx or Xxxxxxx Subco at Law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign except for any actions, proceedings or investigations that would not reasonably be expected to have a Material Adverse Effect. Xxxxxxx is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect. (y) Xxxxxxx is not party to any material Contract, written or oral, other than: (i) a registrar and transfer agency and disbursing agent agreement dated as of April 4, 2018 between Xxxxxxx and Computershare Investor Services Inc.; (ii) an agency agreement dated as of April 4, 2018 between Xxxxxxx and Xxxxxxx Securities Inc. in connection with the initial public offering of Xxxxxxx; (iii) the Xxxxxxx Escrow Agreement; and (iv) a corporate services agreement dated as of January 4, 2018 between Xxxxxxx and Earlston Management Corp. (collectively, the “Xxxxxxx Material Contracts”). (z) All of the Xxxxxxx Material Contracts are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. Xxxxxxx has performed all obligations (including payment obligations) in a timely manner under, and is in compliance with all terms, conditions and covenants contained in each Xxxxxxx Material Contract except for any non-compliance which would not reasonably be excepted to have a Material Adverse Effect and, to the knowledge of Xxxxxxx, no other party is in breach, violation or default of any material term under any Xxxxxxx Material Contract. (aa) Xxxxxxx is not a party to any Debt Instrument nor does Xxxxxxx have any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” with Xxxxxxx. (bb) Except for the trading halt imposed by the TSXV on May 25, 2018 following disclosure by Xxxxxxx of the Letter Agreement, no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of Xxxxxxx (including the Xxxxxxx Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of Xxxxxxx, are pending, contemplated or threatened by any regulatory authority. (cc) Xxxxxxx is not party to any agreement, nor is Xxxxxxx aware of any agreement, which in any manner affects the voting control of any of the persons providing securities of Xxxxxxx. (dd) The minute books and records of Xxxxxxx and Xxxxxxx Subco which Xxxxxxx has made available to Converge and legal counsel to Converge in connection with the due diligence investigation of Xxxxxxx and Xxxxxxx Subco for the period from the date of incorporation to the date of examination thereof are all of the minute books and all of the records of Xxxxxxx and Xxxxxxx Subco for such periods and contain copies of all constating documents, including all amendments thereto, and all material proceedings of securityholders and directors (and committees thereof) and are complete in all material respects. (ee) There is no Person acting at the request or on behalf of Xxxxxxx that is entitled to any commitments referred to above are unable brokerage or are not required finder’s fee or do not intend, for any reason, to satisfy their obligations under such commitments. Xxxxxxx acknowledges that its obligations under other compensation in connection with the transactions contemplated by this Agreement are not contingent on obtaining financingAgreement.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. 3.1 Xxxxxxx represents and warrants to the Noteholders Owners that, which representations and warranties shall expire and be terminated on the earlier of termination of this Agreement or Xxxxxxx’x payment of the amounts set forth in Section 2.3(b):: (a) On it has been duly incorporated, amalgamated or continued and validly exists as a consolidated and non-consolidated basiscorporation in good standing under the laws of its jurisdiction of incorporation, Xxxxxxx is not now insolvent and will not be rendered insolvent by any of the rights, duties, obligations amalgamation or transactions contemplated by this Agreement (collectively the “Xxxxxxx Contemplated Transactions”). As used in this Agreement, insolvent means the sum of the debts and other provable liabilities of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assets. Xxxxxxx also represents and warrants that Xxxxxxx has adequate capitalization for its currently contemplated business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond the ability of Xxxxxxx to pay as such debts mature.continuation; (b) Immediately after giving effect to it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the Xxxxxxx Contemplated Transactions on transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a consolidated and non-consolidated basis: (i) Xxxxxxx will be able to pay its liabilities when they become due and payable default under, or result in the ordinary course of its business; (ii) Xxxxxxx will have adequate capital with which to conduct its present or proposed business; (iii) Xxxxxxx will have assets (calculated at a fair market value) that exceed its liabilities; and (iv) Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages (taking into account the maximum probable amount creation of any such judgment and Encumbrance under the provisions of the Articles or the constating documents of Xxxxxxx or any such actions in the earliest reasonable time at shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which such actions might be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.Xxxxxxx is a party or by which it is bound; (c) no proceedings are pending for, and Xxxxxxx is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of Xxxxxxx or the placing of Xxxxxxx in bankruptcy or subject to any other laws governing the affairs of insolvent corporations; (d) the Xxxxxxx Disclosure Documents do not as of the date filed on SEDAR and subject to additional new or corrective information as subsequently filed documents, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of circumstances in which they were made not misleading; (e) the issued and outstanding Shares of Xxxxxxx are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of Xxxxxxx has sufficient cash been issued and no proceeding for such purpose are pending or threatened; (f) the Payment Shares will, at the time of delivery to the Owners, be duly authorized and validly allotted and issued as fully paid and non-assessable free of any Encumbrances; and (g) on hand the date of receipt by the Owners of the certificates or binding enforceable commitments to provide it withother instruments representing the Payment Shares, every consent, approval, or authorization that is required for the issuance of the Payment Shares, as applicable, and on the dates specified delivery to the Owners of such certificates or other instruments to be valid will have been obtained and will be in Section 2.3 effect. 3.2 The representations and warranties contained in §3.1 are provided for the making of payments to the Noteholders will have, funds sufficient to satisfy its obligations to pay the Purchase Price Payments. Xxxxxxx has no reason to believe, and has not been provided with any notice (whether written or otherwise), that any exclusive benefit of the persons providing Owners and a misrepresentation or breach of warranty may be waived by the Owners in whole or in part at any commitments referred time without prejudice to above are unable its rights in respect of any other misrepresentation or are not required breach of the same or do not intendany other representation or warranty; and the representations and warranties contained in §3.1 will survive the execution hereof and continue through the Option Period. Further, for any reason, to satisfy their obligations under such commitments. the representations and warranties contained in §3.1 will be treated as made and be binding upon Xxxxxxx acknowledges that its obligations under continuously during the term of this Agreement are not contingent on obtaining financingAgreement.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Noteholders thatFission as follows, which and acknowledges that Fission is relying upon these representations and warranties shall expire in connection with entering into this letter agreement and be terminated on completing the earlier of termination of this Agreement or Xxxxxxx’x payment of the amounts set forth in Section 2.3(b):Transaction as follows: (a) On Xxxxxxx has filed with the securities regulatory authorities, stock exchanges and all applicable self-regulatory authorities a consolidated true and non-consolidated basiscomplete copy of all forms, Xxxxxxx is not now insolvent reports, schedules, statements, certifications, material change reports and will not other documents required to be rendered insolvent filed by it (such forms, reports, schedules, statements, certifications and other documents, including any of the rightsfinancial statements or other documents, dutiesincluding any schedules included therein, obligations or transactions contemplated by are referred to in this Agreement (collectively subsection as the “Xxxxxxx Contemplated TransactionsPublic Documents”). As used in this AgreementThe Xxxxxxx Public Documents, insolvent means at the sum time filed or, if amended, as of the debts date of such amendment: (a) did not contain any misrepresentation (as defined or interpreted by securities regulatory authorities) and other provable liabilities did not contain an untrue statement of Xxxxxxx exceeds a material fact or omit to state a material fact necessary in order to make the present fair saleable value statements made, in light of Xxxxxxx’x assetsthe circumstances under which they were made, not misleading; and (b) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all securities regulatory authorities having jurisdiction over Xxxxxxx, except where such non-compliance has not had and would not reasonably be expected to have a Material Adverse Effect on Xxxxxxx. Xxxxxxx also represents and warrants that Xxxxxxx has adequate capitalization for its currently contemplated business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond filed any confidential material change or other report or other document with any securities regulatory authorities or stock exchange or other self-regulatory authority which at the ability of Xxxxxxx to pay as such debts mature.date hereof remains confidential; (b) Immediately after giving Xxxxxxx has no material liabilities and is not subject to any significant encumbrances or any material litigation that has not been disclosed in the Xxxxxxx Public Documents; (c) The execution and delivery of this agreement have been authorized by all necessary corporate action of Xxxxxxx and this agreement constitutes a valid and binding obligation of Xxxxxxx, enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought; (d) Xxxxxxx has not entered into any joint venture, work program, or made any other commitment or undertaking of any nature for which Xxxxxxx will be required to pay greater than $250,000 over the next three months that has not been disclosed in the Xxxxxxx Public Documents; (e) No approval or consent of any counterparty to any joint venture agreement to which Xxxxxxx or any of its subsidiaries are party is necessary to permit the Transaction to proceed or in order that such joint venture agreements continue in full force and effect to following consummation of the Transaction, and the consummation of the Transaction will not give any counterparty the right to acquire any additional interest in the properties that are subject to such joint venture agreements, (f) Xxxxxxx Contemplated Transactions has spent all amounts required with respect to flow-through shares issued by Xxxxxxx prior to August 2014 on a consolidated qualifying Canadian exploration expenditures (within the meaning of the Income Tax Act (Canada)); (g) There are 518,438,669 Xxxxxxx Shares issued and non-consolidated basis: outstanding, 7,331,085 Xxxxxxx Shares reserved for issuance pursuant to outstanding options and 188,066 Xxxxxxx Shares reserved for issuance pursuant to outstanding warrants. There are no other convertible securities or other rights to acquire Xxxxxxx Shares outstanding; and (h) The board of directors of Xxxxxxx(the “Xxxxxxx Board”): (i) has received a verbal opinion from Xxxxxxx will be able Securities Inc. that the Transaction is fair from a financial point of view to pay its liabilities when they become due and payable in the ordinary course of its business; Xxxxxxx; (ii) Xxxxxxx will have adequate capital after consultation with which to conduct its present or proposed businessfinancial and legal advisors, has determined that the Transaction is in the best interests of Xxxxxxx; and (iii) has, accordingly, approved entering into this letter agreement and making a recommendation to Xxxxxxx will have assets (calculated at a fair market value) Shareholders that exceed its liabilities; and (iv) they vote in favour of resolutions approving the issue of Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages (taking into account the maximum probable amount of any such judgment and any such actions in the earliest reasonable time at which such actions might be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms. (c) Xxxxxxx has sufficient cash on hand or binding enforceable commitments to provide it with, and on the dates specified in Section 2.3 for the making of payments Shares pursuant to the Noteholders will haveArrangement, funds sufficient to satisfy its obligations to pay the Purchase Price Payments. Xxxxxxx has no reason to believe, Name Change and has not been provided with any notice (whether written or otherwise), that any of the persons providing any commitments referred to above are unable or are not required or do not intend, for any reason, to satisfy their obligations under such commitmentsShare Consolidation. Xxxxxxx acknowledges and agrees that its obligations under this Agreement the above representations and warranties are not contingent on obtaining financingthe only representations and warranties that it will be required to provide in the Acquisition Agreement and that the Acquisition Agreement will contain additional representations and warranties that are usual and customary in a transaction in the nature of the Transaction.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx hereby represents and warrants to the Noteholders that, which representations and warranties shall expire and be terminated on the earlier of termination of this Agreement or Xxxxxxx’x payment of the amounts set forth in Section 2.3(b):TPR as follows: (a) On a consolidated and non-consolidated basis, Xxxxxxx is not now insolvent the legal owner of the Shares, free and will clear of any liens, claims or encumbrances whatsoever other than a Lockup Letter, dated as of August 2, 2000, by Xxxxxxx in favor of Chase Securities Inc. (the "Lockup Letter"), pursuant to which the Shares may not be rendered insolvent by any sold for 180 days after the date of TPR's final prospectus for its planned initial public offering, and the rights, duties, obligations or transactions contemplated lien and security interest created by this Agreement (collectively the “Xxxxxxx Contemplated Transactions”). As used in this Pledge Agreement, insolvent means the sum of the debts and other provable liabilities of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assets. Xxxxxxx also represents and warrants that Xxxxxxx has adequate capitalization for its currently contemplated business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond the ability of Xxxxxxx to pay as such debts mature. (b) Immediately after giving effect Xxxxxxx has full power, authority and legal right to pledge and grant a first priority security interest in all the consummation of the Xxxxxxx Contemplated Transactions on a consolidated and non-consolidated basis: (i) Xxxxxxx will be able Collateral to pay its liabilities when they become due and payable in the ordinary course of its business; (ii) Xxxxxxx will have adequate capital with which TPR pursuant to conduct its present or proposed business; (iii) Xxxxxxx will have assets (calculated at a fair market value) that exceed its liabilities; and (iv) Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages (taking into account the maximum probable amount of any such judgment and any such actions in the earliest reasonable time at which such actions might be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with their termsthis Pledge Agreement. (c) This Pledge Agreement has been duly and validly executed and delivered by Xxxxxxx has sufficient cash on hand and constitutes the legal and valid obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms. (d) No notice by Xxxxxxx to any governmental authority or binding enforceable commitments regulatory body or filing by Xxxxxxx with any governmental authority or regulatory body is required, nor is Xxxxxxx required to provide it withobtain any consent, authorization, approval or other action by any governmental authority or regulatory body, for (i) the execution, delivery or performance of this Pledge Agreement by Xxxxxxx, (ii) the grant by Xxxxxxx of a security interest in the Collateral pursuant to this Pledge Agreement or (iii) the exercise by TPR of the rights provided for in this Pledge Agreement, except for filings required to reflect changes in beneficial ownership required under Section 16 of the Securities Exchange Act of 1934, as amended, and on the dates specified in Section 2.3 except for the making filing of payments a financing statement in the appropriate jurisdictions to record the Noteholders will have, funds sufficient to satisfy its obligations to pay security interest created hereby. (e) The execution of this Pledge Agreement and the Purchase Price Payments. Xxxxxxx has no reason to believe, and has not been provided with any notice (whether written or otherwise), that any delivery of the persons providing any commitments referred Certificates to above are unable or are not required or do not intend, for any reason, TPR pursuant to satisfy their obligations under such commitments. Xxxxxxx acknowledges that its obligations under this Pledge Agreement are not contingent on obtaining financingcreate a valid and perfected first priority security interest in the Collateral in favor of TPR securing the payment of the Secured Obligations (assuming the filing of a financing statement in the appropriate jurisdictions to record the security interest created hereby).

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Effective both as at the date hereof and as at the Closing Time, Xxxxxxx represents and warrants to the Noteholders Classic Shareholders that, which representations : x. Xxxxxxx is duly incorporated and warranties shall expire validly subsisting and be terminated is registered or qualified to carry on business in all jurisdictions where the earlier nature of termination its assets or its business require such registration or qualification; b. the entry into and performance of this Agreement by Xxxxxxx has been duly authorized by the directors of Xxxxxxx; c. the entry into and performance of this Agreement by Xxxxxxx will not result in the violation of any applicable law, the Articles of Incorporation of Xxxxxxx, any court or Xxxxxxx’x payment of administrative judgment or order or any indenture or agreement which Xxxxxxx is a party to or bound by, and Xxxxxxx has full right and authority to enter into and perform this Agreement on the amounts set forth terms contained herein; x. Xxxxxxx is in Section 2.3(b): (a) On a consolidated all respects in good standing with and non-consolidated basis, up to date in regard to all filings required by The Alberta Stock Exchange and Xxxxxxx is not now insolvent in default of any requirements under the Securities Act (Alberta), as amended, or any regulations pursuant thereto; e. the authorized capital of Xxxxxxx is an unlimited number of common shares and an unlimited number of preferred shares of which, at the Closing Time, the following will be the only shares issued and outstanding: Class of Shares No. Issued --------------- ---------- common shares 4,583,000 f. the common shares of Brockor are listed and posted for trading only on The Alberta Stock Exchange, and are not be rendered insolvent by subject to any cease trading or trading suspension order; x. Xxxxxxx is, and has been since March 4, 1994 a "reporting issuer" in accordance with the Securities Act (Alberta), as amended, for the purposes of the rights, duties, obligations or transactions contemplated by this Agreement (collectively the “Xxxxxxx Contemplated Transactions”). As used provided for in this Agreement, insolvent means the sum of the debts and other provable liabilities ; h. there are no outstanding securities of Xxxxxxx exceeds the present fair saleable value of Xxxxxxx’x assets. Xxxxxxx also represents and warrants that Xxxxxxx has adequate capitalization for its currently contemplated business and transactions and that Xxxxxxx has not and will not incur debts that will be beyond the ability which are convertible into shares of Xxxxxxx and, except for the following, there are no outstanding options or rights to pay as such debts mature. (b) Immediately after giving effect to subscribe for or receive the consummation issuance of the Xxxxxxx Contemplated Transactions on a consolidated and non-consolidated basis: (i) Xxxxxxx will be able to pay its liabilities when they become due and payable any shares in the ordinary course of its business; (ii) Xxxxxxx will have adequate capital with which to conduct its present or proposed business; (iii) Xxxxxxx will have assets (calculated at a fair market value) that exceed its liabilities; and (iv) Xxxxxxx will be able to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages (taking into account the maximum probable amount of any such judgment and any such actions in the earliest reasonable time at which such actions might be rendered), as well as all other obligations of Xxxxxxx. The cash available to Xxxxxxx: NAME OF NUMBER OF COMMON EXERCISE PRICE PER OPTIONEE SHARES UNDER OPTION COMMON SHARE EXPIRY DATE -------------------------------------------------------------------------------------- Yorkton Securities Inc. 200,000 $0.10 February 16, after taking into account all other anticipated uses of cash1996 Xxxx X. Xxxx 91,600 $0.10 November 25, will be sufficient to pay all such debts and judgments promptly in accordance with their terms. (c) Xxxxxxx has sufficient cash on hand or binding enforceable commitments to provide it with1998 Xxxxx X. X'Xxxxx 91,600 $0.10 November 25, and on the dates specified in Section 2.3 for the making of payments to the Noteholders will have1998 Xxxxxx X. Xxxxxxxxx 91,600 $0.10 November 25, funds sufficient to satisfy its obligations to pay the Purchase Price Payments. Xxxxxxx has no reason to believe0000 Xxxxx X. Xxxxx 91,600 $0.10 November 25, and has not been provided with any notice (whether written or otherwise)1998 Xxxxx Xx 91,600 $0.10 November 25, that any of the persons providing any commitments referred to above are unable or are not required or do not intend, for any reason, to satisfy their obligations under such commitments. Xxxxxxx acknowledges that its obligations under this Agreement are not contingent on obtaining financing.1998