Common use of REPRESENTATIONS AND WARRANTIES OF XXXXXXX Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. 3.1 Xxxxxxx represents and warrants to the Owners that: (a) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation; (b) 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 transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any Encumbrance under the provisions of the Articles or the constating documents of Xxxxxxx or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which 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 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 the date of receipt by the Owners of the certificates or other instruments representing the Payment Shares, every consent, approval, or authorization that is required for the issuance of the Payment Shares, as applicable, and the delivery to the Owners of such certificates or other instruments to be valid will have been obtained and will be in effect. 3.2 The representations and warranties contained in §3.1 are provided for the exclusive benefit of the Owners and a misrepresentation or breach of warranty may be waived by the Owners in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any 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, the representations and warranties contained in §3.1 will be treated as made and be binding upon Xxxxxxx continuously during the term of this Agreement.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. 3.1 4.1 Xxxxxxx represents and warrants to the Owners thatAgent, and to and for the benefit of the Purchasers (which shall be held by the Agent for the benefit of the Purchasers and otherwise made by Xxxxxxx to the Purchasers as if incorporated and repeated in their entirety in each Purchaser’s Subscription Agreement), and acknowledges that the Agent and the Purchasers are relying upon such representations and warranties, as follows: (a) it other than the Amalgamation Sub, a corporation organized under the laws of the Province of British Columbia, the Corporation has no subsidiaries and does not own or control any equity securities in any other entity; (b) each of Xxxxxxx and the Amalgamation Sub has been duly incorporated, amalgamated or continued formed and is a validly exists as a existing corporation and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation; (b) it and has duly obtained all requisite corporate authorizations for the execution of this Agreement power and for the performance of this Agreement by itauthority to carry on its business as now conducted and as currently proposed to be conducted and to own, lease and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any Encumbrance under the provisions of the Articles or the constating documents of Xxxxxxx or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which Xxxxxxx is a party or by which it is boundoperate its property and assets; (c) no proceedings are pending for, and Xxxxxxx is unaware and will at the Closing Time on the Unit Closing Date be a reporting issuer in good standing under the securities laws of any basis for the institution Provinces of any proceedings leading toBritish Columbia and Alberta (together, the dissolution or winding up of “Reporting Jurisdictions”) and no material change relating to Xxxxxxx has and will have occurred at the Closing Time or the placing of Xxxxxxx Unit Closing Date with respect to which the requisite material change report has not been filed under any applicable securities laws in bankruptcy or subject to any other laws governing the affairs of insolvent corporationsReporting Jurisdictions and no such disclosure has been made on a confidential basis; (d) Xxxxxxx is not a “reporting issuer” in any jurisdiction other than 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 misleadingReporting Jurisdictions; (e) the issued and outstanding Shares each of Xxxxxxx are listed and posted for trading the Amalgamation Sub is duly registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets, and is in good standing, in each jurisdictions where it carries on business or owns, leases and operates its property and assets as described in the Exchange and no order ceasing or suspending trading in any securities of Xxxxxxx has been issued and no proceeding for such purpose are pending or threatenedDisclosure Record (as hereinafter defined); (f) each of Xxxxxxx and the Payment Shares willAmalgamation Sub has conducted and is conducting its business in material compliance with all applicable laws, by-laws, ordinances, rules and regulations of each jurisdiction in which its business is carried on, and holds all material licences, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable its business to be carried on as now conducted or as proposed to be conducted, and: (i) except as disclosed in the Disclosure Record, all such licences, registrations, permits, consents and qualifications are valid, subsisting and in good standing in all material respects; and (ii) neither Xxxxxxx nor the Amalgamation Sub has received any notice relating to the revocation or modification of any such licenses, registrations, permits, consents or qualifications which would, if the subject of an unfavourable decision, ruling or finding, have a material adverse affect on the business, operations, condition (financial or otherwise) or prospects of Xxxxxxx or the Xxxxxxx Subsidiary other than as disclosed in the Disclosure Record; (g) except as disclosed in the Disclosure Record, there are no orders ceasing or suspending the trading of any securities of Xxxxxxx or the Amalgamation Sub or prohibiting the sale of any securities by Xxxxxxx or the Amalgamation Sub, nor any current, pending, or to Quentin’s knowledge any contemplated or threatened, proceedings for this purpose, nor to Quentin’s knowledge any grounds therefor; (h) the authorized capital of Xxxxxxx consists of an unlimited number of common shares without par value, of which 7,685,012 common shares are duly authorized, issued and outstanding as fully paid and non-assessable, and to Quentin’s knowledge all of the issued and outstanding common shares of Xxxxxxx are free and clear of all liens, charges, encumbrances, claims, demands and other adverse interests of any nature or kind; (i) the authorized capital of the Amalgamation Sub consists of an unlimited number of common shares without par value, of which one common share is duly authorized, issued and outstanding as fully paid and non-assessable, free and clear of all liens, charges, encumbrances, claims, demands and other adverse interests of any nature or kind. Xxxxxxx is the sole shareholder of Amalgamation Sub; (j) each of Xxxxxxx and the Amalgamation Sub is not a party to, and has not granted, any agreement, warrant, option, right or privilege, or any of the foregoing capable of becoming an agreement, warrant, option right or privilege, for the purchase, subscription or issuance of any of its securities other than as disclosed in the Disclosure Record; (k) Xxxxxxx has full corporate power and authority, and has taken all necessary corporate action, to enter into, execute, deliver and perform its obligations under each of this Agreement, the Unit Offering Subscription Agreements, the Escrow Agreement, the Xxxxxxx Warrant Certificates and the Xxxxxxx Agent’s Warrant Certificates (collectively, the “Xxxxxxx Transaction Documents”), and as at the time Closing Time on the Unit Closing Date, each of delivery to the Owners, Xxxxxxx Transaction Documents will be duly authorized and validly allotted authorized, executed and delivered and constitute a legal, valid and binding obligation of Xxxxxxx enforceable in accordance with their respective terms; (l) Xxxxxxx has full corporate power and authority, and has taken all necessary corporate action, to (as applicable) create, offer, sell, issue and deliver the Xxxxxxx Shares, Xxxxxxx Warrants, Xxxxxxx Warrant Shares, Xxxxxxx Agent’s Warrants and the Xxxxxxx Agent’s Warrant Shares, and such securities will be duly and validly authorized and issued as fully paid and non-assessable free securities; (m) Xxxxxxx is not in default or breach of, and the execution and delivery of each of the Xxxxxxx Transaction Documents and the performance of the transactions contemplated thereby do not and will not result in a default or breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a default or breach of, and do not and will not conflict with, any of the terms, conditions or provisions of: (i) its constating documents or resolutions; (ii) any indenture, contract, instrument, lease or other agreement (written or oral) to which Xxxxxxx is or will be a party or contractually bound as of the Closing Time on the Unit Closing Date; or (iii) to the best of Quentin’s knowledge, any laws, by-laws, ordinances, rules, regulations, policies, judgments, decrees or orders of any Encumbrancescourt, governmental authority or administrative body whatsoever having jurisdiction over it or its property or assets in any material respect; (n) all information regarding Xxxxxxx that is or has been made publicly available by Xxxxxxx or is or has been authorized to be made publicly available by Xxxxxxx, together with all information prepared by Xxxxxxx and provided to the Agent or a Purchaser (the “Disclosure Record”), is in all material respects accurate and omits no facts, the omission of which makes the Disclosure Record, or any particulars therein, misleading or incorrect; (o) other than as disclosed in the Disclosure Record, there has not been any material adverse change in the properties, assets, liabilities, obligations, business, operations, condition (financial or otherwise) or prospects of Xxxxxxx (absolute, accrued, contingent or otherwise) from that disclosed in the Disclosure Record, and there has not been any material adverse change in the business, operations or condition (financial or otherwise) or results of the operations of Xxxxxxx since July 31, 2015 and since that date there have been no material facts, transactions, events or occurrences which could materially adversely affect the business of Xxxxxxx; (p) other than as disclosed in the Disclosure Record, since incorporation, Xxxxxxx has not entered into any material transactions, or entered into any Material Contracts, which have not been promptly and properly authorized by directors’ or shareholders’ resolution filed in its respective minute books and otherwise promptly and properly recorded in its respective financial books and records; (q) other than as disclosed in the Disclosure Record, since incorporation, the related parties of Xxxxxxx have not had any material interest, direct or indirect, in any prior, existing or proposed transaction which was, is or will be material to Xxxxxxx except as promptly and properly authorized by directors’ or shareholders’ resolution filed in its respective minute books; (r) all Material Contracts to which Xxxxxxx is or will be a party or contractually bound at the Closing Time on the Unit Closing Date have been duly and validly authorized, executed and delivered, is in good standing in all material respects in accordance with their respective terms, and constitute a legal, valid and binding obligation of Xxxxxxx enforceable in accordance with their respective terms; (s) there are no current, pending, or to Quentin’s knowledge, any contemplated or threatened, actions, suits, inquiries or proceedings to which Xxxxxxx is a party or to which the property or assets of Xxxxxxx are subject, that would, if the subject of an unfavourable decision, ruling or finding, have a material adverse effect on the business, operations, condition (financial or otherwise) or prospects of Xxxxxxx; (t) the audited financial statements of Xxxxxxx as at and for the years ended July 31, 2015 and 2014 and for the six-month period ended January 31, 2016 (collectively, the “Xxxxxxx Financial Statements”) present fairly, in all material respects, the financial position of Xxxxxxx as at the dates set out therein and the results of its operations and the changes in its financial position for the periods then ended, in accordance with Canadian generally accepted accounting principles or International Financial Reporting Standards, as applicable, consistently applied; (u) Xxxxxxx has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its common shares or other securities of any class, or, directly or indirectly, redeemed, repurchased or otherwise acquired any of its common shares or other securities, or agreed to do any of the foregoing; (v) there is not, in the constating documents of Xxxxxxx, or in any indenture, contract, instrument, lease or other agreement (written or oral) to which Xxxxxxx is a party or contractually bound, any restriction upon or impediment to the declaration and payment of dividends by the directors of Xxxxxxx; (w) Computershare Investor Services Inc. has been duly appointed as the transfer agent and registrar for all of the outstanding common shares of Xxxxxxx; (x) in respect of the Offering, Quentin’s representations and warranties in the Xxxxxxx Transaction Documents and any other written or oral representations made by Xxxxxxx to a Purchaser or potential Purchaser or the Agent in connection with the Offering will be accurate in all material respects at the Closing Time on the Unit Closing Date and will omit no fact, the omission of which will make any such representation or warranty misleading or incorrect; (y) Xxxxxxx is not a party to any contracts of employment; (z) the auditors of Xxxxxxx who audited the Xxxxxxx Financial Statements and delivered their report with respect thereto, were at the relevant time independent chartered accountants; (aa) the minute books of Xxxxxxx, as made available to the Agent and its counsel, are true and complete in all material respects and contain the minutes of all meetings and all resolutions of the directors and shareholders thereof; (bb) Xxxxxxx has filed all tax returns and other reports required to be filed other than returns for 2009-2015, and has paid all taxes and related charges of any kind whatsoever due and payable and otherwise established reserves on its books and records that are adequate for the payment of all such taxes and related charges of any kind whatsoever not yet due and payable. No taxes are payable for the years in which no tax return was filed; (cc) there are no current, pending, or to Quentin’s knowledge any contemplated or threatened, audits of the tax returns of or other reports required to be filed by Xxxxxxx (whether federal, provincial, local or foreign), and there are no claims or grounds therefor which have been or may be asserted relating to any such tax returns and other reports, and there are no liens for taxes or related charges on the properties and assets of Xxxxxxx; (dd) neither Canada Revenue Agency, the Internal Revenue Service of the United States nor any other taxation authority has asserted, or to Quentin’s knowledge contemplated or threatened to assert, any claim, assessment or liability for taxes or related charges due or to become due in connection with any review or examination of the tax returns of or other reports required to be filed by Xxxxxxx for any taxation or reporting year; (ee) to Quentin’s knowledge, in the last ten years, none of the directors or officers of Xxxxxxx or any of its subsidiaries is or has been subject to prior criminal or bankruptcy proceedings; (ff) the information and statements set forth in the Disclosure Record, as such relate to Xxxxxxx, are true, correct and complete in all material respects and do not contain any misrepresentation, as of the respective dates of such information or statements; and (ggg) on the information supplied by management of Xxxxxxx to the Agent and their counsel in connection with the due diligence conducted by them, including any information, was, or, if supplied after the date hereof, will at the date of receipt by the Owners of the certificates or other instruments representing the Payment Sharessupply be, every consent, approval, or authorization that is required for the issuance of the Payment Shares, as applicable, true and the delivery to the Owners of such certificates or other instruments to be valid will have been obtained and will be accurate in effectall material respects. 3.2 4.2 The representations and warranties of Xxxxxxx contained in §3.1 are provided for this Agreement shall be true and correct at the exclusive benefit of Closing Time on the Owners and a misrepresentation or breach of warranty may be waived by Unit Closing Date as though they were made at the Owners in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of Closing Time on the same or any 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, the representations and warranties contained in §3.1 will be treated as made and be binding upon Xxxxxxx continuously during the term of this AgreementUnit Closing Date.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. 3.1 Xxxxxxx represents and warrants to the Owners 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) it 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 been duly incorporated, amalgamated or continued adequate capitalization for its currently contemplated business and validly exists transactions and that Xxxxxxx has not and will not incur debts that will be beyond the ability of Xxxxxxx to pay as a corporation in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation;such debts mature. (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and Immediately after giving effect to the consummation of the transactions herein contemplated Xxxxxxx Contemplated Transactions on a consolidated and non-consolidated basis: (i) Xxxxxxx will not conflict 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 result 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 breach 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 covenants or agreements contained in, or constitute a default under, or result such judgment and any such actions in the creation earliest reasonable time at which such actions might be rendered), as well as all other obligations of any Encumbrance under the provisions Xxxxxxx. The cash available to Xxxxxxx, after taking into account all other anticipated uses of the Articles or the constating documents of Xxxxxxx or any shareholders’ or directors’ resolutioncash, indenture, agreement or other instrument whatsoever will be sufficient to which Xxxxxxx is a party or by which it is bound;pay all such debts and judgments promptly in accordance with their terms. (c) no proceedings are pending forXxxxxxx has sufficient cash on hand or binding enforceable commitments to provide it with, and Xxxxxxx is unaware of any basis on the dates specified in Section 2.3 for the institution 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 proceedings leading tonotice (whether written or otherwise), that any of the dissolution persons providing any commitments referred to above are unable or winding up of Xxxxxxx are not required 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 intend, for any reason, to satisfy their obligations under such commitments. Xxxxxxx acknowledges that its obligations under this Agreement are not contingent 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 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 the date of receipt by the Owners of the certificates or other instruments representing the Payment Shares, every consent, approval, or authorization that is required for the issuance of the Payment Shares, as applicable, and the delivery to the Owners of such certificates or other instruments to be valid will have been obtained and will be in effectobtaining financing. 3.2 The representations and warranties contained in §3.1 are provided for the exclusive benefit of the Owners and a misrepresentation or breach of warranty may be waived by the Owners in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any 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, the representations and warranties contained in §3.1 will be treated as made and be binding upon Xxxxxxx continuously during the term of this Agreement.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. 3.1 Xxxxxxx represents and warrants to and in favour of Converge as follows, and acknowledges that Converge is relying upon such representations and warranties in connection with the Owners thatcompletion of the transactions contemplated herein: (a) it has been duly incorporatedEach of Xxxxxxx and Xxxxxxx Subco is a corporation, amalgamated partnership or continued limited liability company incorporated and validly exists as a corporation in good standing existing or created and existing under the laws of its the jurisdiction of incorporationits incorporation or existence. Xxxxxxx and Xxxxxxx Subco have all necessary corporate power, amalgamation authority and capacity to own their property and assets as now owned and to carry on their business as it is now being conducted. Each of Xxxxxxx and Xxxxxxx Subco: (i) has all requisite corporate power and authority to conduct its business substantially as now conducted; and (ii) is duly registered or continuation;otherwise authorized and qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary. (b) it Other than Xxxxxxx Subco, Xxxxxxx has duly obtained no direct or indirect subsidiaries. Xxxxxxx does not hold an investment in any Person which is currently material to the business and affairs of Xxxxxxx; Xxxxxxx’x direct ownership interest in Xxxxxxx Subco is held free and clear of all corporate authorizations Encumbrances; and all such securities of the Xxxxxxx Subco have been validly issued and are outstanding as fully paid and non-assessable. (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 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 for the performance of this Agreement by it, and the consummation of the transactions herein contemplated hereby, including the Amalgamation have been duly authorized by all necessary corporate action on 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 against it in accordance with its terms subject only to 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 conflict with 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 covenants of the terms, conditions or agreements contained in, provisions of any Contract or instrument to which Xxxxxxx or Xxxxxxx Subco is bound or constitute a default underby 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 under upon the provisions of the Articles or the constating documents assets of Xxxxxxx or Xxxxxxx Subco; or (iii) result in the violation of any shareholders’ applicable Law or directors’ resolutionany applicable order of any court, indenturearbitrator or Governmental Entity having jurisdiction over Xxxxxxx, agreement 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 instrument whatsoever 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 party or by which it “reporting issuer” (as that term is bound;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. (cl) no proceedings are pending for, 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 is unaware does not have any confidential filings with any securities authorities. As of any basis for the institution of any proceedings leading to, time 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 were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the date filed on SEDAR Disclosure Documents complied in all material respects with the requirements of the applicable Securities Laws in the jurisdictions they were filed; and subject (ii) to additional new or corrective information as subsequently filed documentsthe extent required by applicable Securities Laws, contain none of the Disclosure Documents contained any untrue statement of a material fact regarding Xxxxxxx or omit 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 in under which they were made made, not misleading;. (em) As at the issued and outstanding Shares 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 Exchange TSXV; Xxxxxxx has, and will continue to use its commercially reasonable efforts to comply with all applicable policies of the TSXV, 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 business in compliance with all applicable Laws of each jurisdiction in which its business is carried on and has not received a notice of material non-compliance, and, to the knowledge of Xxxxxxx, there are no order facts that would give rise to a notice of material non- compliance with any 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 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 or suspending 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 proceeding proceedings for such that purpose have been instituted or, to the knowledge of Xxxxxxx, are pending pending, contemplated or threatened;threatened by any regulatory authority. (fcc) the Payment Shares willXxxxxxx is not party to any agreement, at the time of delivery to the Owners, be duly authorized and validly allotted and issued as fully paid and non-assessable free nor is Xxxxxxx aware of any Encumbrances; andagreement, which in any manner affects the voting control of any of the securities of Xxxxxxx. (gdd) on 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 receipt by incorporation to the Owners date of examination thereof are all of the certificates 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 brokerage or finder’s fee or other instruments representing compensation in connection with the Payment Shares, every consent, approval, or authorization that is required for the issuance of the Payment Shares, as applicable, and the delivery to the Owners of such certificates or other instruments to be valid will have been obtained and will be in effect. 3.2 The representations and warranties contained in §3.1 are provided for the exclusive benefit of the Owners and a misrepresentation or breach of warranty may be waived transactions contemplated by the Owners in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any 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, the representations and warranties contained in §3.1 will be treated as made and be binding upon Xxxxxxx continuously during the term of this Agreement.