Common use of Representations as to Prospectus and Supplementary Material Clause in Contracts

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters that: (i) all information and statements (except for the Underwriters’ Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities Laws; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respects. Such deliveries shall also constitute the Company’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter the Agent of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters Agent that: (i) all information and statements (except for the Underwriters’ Agent’s Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Underwriters’ Agent’s Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsof the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the Underwriters’ Agent and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters that: (i) all information and statements (except information and statements relating solely to and provided in writing by the Underwriters for inclusion in the Underwriters’ InformationPreliminary Prospectus, the Prospectus or any Supplementary Material) contained and incorporated by reference in such Offering Documents, are, at their the respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities Laws; (ii) no material fact or information (except information and facts or information relating solely to and provided in writing by the Underwriters for inclusion in the Underwriters’ InformationPreliminary Prospectus, the Prospectus or any Supplementary Material) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents Document complies with the requirements of the Applicable Securities Laws in all material respectsLaws. Such deliveries shall also constitute the Company’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units Shares in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to Delivery of the Prospectus and any Underwriter of any Offering Document Supplementary Material by the Company Corporation shall constitute the representation and warranty of the Company Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except for information and statements relating solely to the Underwriters and provided by the Underwriters’ Information) contained and incorporated by reference in such Offering Documentsthe Prospectus or any Supplementary Material, areas the case may be, at their respective dates and, if applicable, the respective dates of filing, of such Offering Documents, are true and correct correct, in all material respects respects, and contain no misrepresentation and, on the respective dates of such Offering Documents, and constitute full, true and plain disclosure of all material facts relating to the Company Corporation and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsUnderlying Securities; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document therefrom (except facts or information relating solely to the Underwriters and provided by the Underwriters) which is required to be stated therein in such disclosure or is necessary to make the statements therein or information contained in such disclosure not misleading in the light of the circumstances in under which they were made; and (iii) except with respect to any information relating solely to the Underwriters and provided by the Underwriters’ Information, each of such Offering Documents complies documents comply in all material respects with the requirements of the Applicable Canadian Securities Laws in all material respectsLaws. Such deliveries shall also constitute the CompanyCorporation’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document Prospectus and any Supplementary Material in connection with the distribution of the Offered Units Qualified Securities in the Qualifying Provinces in compliance with this AgreementAgreement and Canadian Securities Laws unless otherwise advised in writing.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters that: (i) all information and statements (except for the Underwriters’ Information) contained and incorporated by reference in such Offering Documents, are, at their the respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents Document complies with the requirements of the Applicable Securities Laws in all material respectsLaws. Such deliveries shall also constitute the Company’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units Shares in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters that: (ia) all information and statements (except for the Underwriters’ Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (iib) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iiic) except with respect to the Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions in all material respects. Such deliveries shall also constitute the Company’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to Delivery of the Preliminary Prospectus, the Final Prospectus and any Underwriter of any Offering Document Supplementary Material by the Company Corporation shall constitute the representation and warranty of the Company Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except for information and statements relating solely to the Underwriters and provided by the Underwriters’ Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates and, if applicablethe Preliminary Prospectus, the respective dates of filingFinal Prospectus or any Supplementary Material, of such Offering Documentsas the case may be, are true and correct correct, in all material respects respects, and contain no misrepresentation and, on the respective dates of such Offering Documents, and constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) Corporation and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities Laws; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document therefrom which is required to be stated therein in such disclosure or is necessary to make the statements therein or information contained in such disclosure not misleading in the light of the circumstances in under which they were made; and (iii) except with respect to Underwriters’ Informationany deficiencies identified by the Corporation and communicated expressly to the Underwriters or their counsel, each of such Offering Documents complies documents comply in all material respects with the requirements of the Applicable Securities Laws in all material respectsLaws. Such deliveries shall also constitute the CompanyCorporation’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Units Shares in the Qualifying Jurisdictions in compliance with this AgreementAgreement and Securities Laws unless otherwise advised in writing.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters that: (i) all information and statements (except for the Underwriters’ Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to except for the Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsof the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units Shares in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter Agent of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters Agents that: (i) all information and statements (except for the UnderwritersAgents’ Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares Securities as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the UnderwritersAgents’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwritersexcept for the Agents’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsof the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the UnderwritersAgents’ and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units Securities in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to Delivery of the Preliminary Prospectus, the Final Prospectus and any Underwriter of any Offering Document Supplementary Material by the Company Corporation shall constitute the representation and warranty of the Company Corporation to the Underwriters Underwriter that, as at their respective dates of filing: (i) all information and statements (except for information and statements relating solely to the Underwriters’ InformationUnderwriter and provided by the Underwriter) contained and incorporated by reference in such Offering Documentsthe Prospectus or any Supplementary Material, areas the case may be, at their respective dates and, if applicable, the respective dates of filing, of such Offering Documents, are true and correct correct, in all material respects respects, and contain no misrepresentation and, on the respective dates of such Offering Documents, and constitute full, true and plain disclosure of all material facts relating to the Company Corporation and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsSecurities; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document therefrom (except facts or information relating solely to the Underwriter and provided by the Underwriter) which is required to be stated therein in such disclosure or is necessary to make the statements therein or information contained in such disclosure not misleading in the light of the circumstances in under which they were made; and (iii) except with respect to Underwriters’ Informationany information relating solely to the Underwriter and provided by the Underwriter, each of such Offering Documents complies documents comply in all material respects with the requirements of the Applicable Securities Laws in all material respectsthe Qualifying Jurisdictions. Such deliveries shall also constitute the CompanyCorporation’s consent to the Underwriters’ and any Selling FirmUnderwriter’s use of the Offering Document Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Units Securities in the Qualifying Jurisdictions in compliance with this AgreementAgreement and Securities Laws unless otherwise advised in writing.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter the Agent of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters Agent that: (i) all information and statements (except for the Underwriters’ Agent's Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Underwriters’ Agent's Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsof the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s 's consent to the Underwriters’ Agent and any Selling Firm’s 's use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters Underwriter that: (i) all information and statements (except for the Underwriters’ Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsLaws. Such deliveries shall also constitute the Company’s consent to the Underwriters’ Underwriters and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to any the Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters Underwriter that: (i) all information and statements (except information and statements relating solely to and provided in writing by the Underwriter for inclusion in the Underwriters’ InformationProspectus Supplement or any Supplementary Material) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except facts or information relating solely to and provided in writing by the Underwriter for inclusion in the Underwriters’ InformationProspectus Supplement or any Supplementary Material) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsof the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the Underwriters’ Underwriter and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to Delivery of the Preliminary Prospectus, the Final Prospectus and any Underwriter of any Offering Document Supplementary Material by the Company Corporation shall constitute the representation and warranty of the Company Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except for information and statements relating solely to the Underwriters and provided by the Underwriters’ Information) contained and incorporated by reference in such Offering Documentsthe Preliminary Prospectus or the Final Prospectus or any Supplementary Material, areas the case may be, at their respective dates and, if applicable, the respective dates of filing, of such Offering Documents, are true and correct correct, in all material respects respects, and contain no misrepresentation and, on the respective dates of such Offering Documents, and constitute full, true and plain disclosure of all material facts relating to the Company Corporation and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsQualified Securities; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document therefrom (except facts or information relating solely to the Underwriters and provided by the Underwriters) which is required to be stated therein in such disclosure or is necessary to make the statements therein or information contained in such disclosure not misleading in the light of the circumstances in under which they were made; and (iii) except with respect to any information relating solely to the Underwriters and provided by the Underwriters’ Information, each of such Offering Documents complies documents comply in all material respects with the requirements of the Applicable Canadian Securities Laws in all material respectsLaws. Such deliveries shall also constitute the Company’s Corporationís consent to the Underwriters’ and any Selling Firm’s Underwritersí use of the Offering Document Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Units Qualified Securities in the Qualifying Jurisdictions in compliance with this AgreementAgreement and applicable Securities Laws unless otherwise advised in writing.

Representations as to Prospectus and Supplementary Material. Each delivery to Delivery of the Preliminary Prospectus, the Final Prospectus and any Underwriter of any Offering Document Supplementary Material by the Company Corporation shall constitute the representation and warranty of the Company Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except for information and statements relating solely to the Underwriters and provided by the Underwriters’ Information) contained and incorporated by reference in such Offering Documentsthe Preliminary Prospectus or the Final Prospectus or any Supplementary Material, areas the case may be, at their respective dates and, if applicable, the respective dates of filing, of such Offering Documents, are true and correct correct, in all material respects respects, and contain no misrepresentation and, on the respective dates of such Offering Documents, and constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) Corporation and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities Laws; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document therefrom (except facts or information relating solely to the Underwriters and provided by the Underwriters) which is required to be stated therein in such disclosure or is necessary to make the statements therein or information contained in such disclosure not misleading in the light of the circumstances in under which they were made; and (iii) except with respect to any information relating solely to the Underwriters and provided by the Underwriters’ Information, each of such Offering Documents complies documents comply in all material respects with the requirements of the Applicable Securities Laws in all material respectsLaws. Such deliveries shall also constitute the CompanyCorporation’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Units Shares in the Qualifying Jurisdictions in compliance with this AgreementAgreement and the Securities Laws unless otherwise advised in writing.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters Underwriter that: (i) all information and statements (except information and statements relating solely to and provided in writing by the Underwriter for inclusion in the Underwriters’ InformationPreliminary Prospectus, the Prospectus or any Supplementary Material) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares, Warrants and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except facts or information relating solely to and provided in writing by the Underwriter for inclusion in the Underwriters’ InformationPreliminary Prospectus, the Prospectus or any Supplementary Material) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsof the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the Underwriters’ Underwriter’s and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units Shares in compliance with this Agreement.

Representations as to Prospectus and Supplementary Material. Each The delivery to any Underwriter Xxxxx of the Preliminary Prospectus, the Prospectus and of any Offering Document by the Company Supplementary Material shall constitute the a representation and warranty by the Corporation to Xxxxx that at the time of the Company to the Underwriters that: (i) such delivery all information and statements (except for the Underwriters’ Informationinformation and statements relating solely to or provided solely by Xxxxx) contained and incorporated by reference in such Offering Documents, are, at their respective dates and, if applicable, the respective dates of filing, of such Offering Documents, therein are true and correct in all material respects and contain no misrepresentation andand no untrue, on false or misleading statements of a material fact, that no material facts or information have been omitted therefrom which are required to be stated therein or are necessary to make any statement or information contained therein not misleading in light of the respective dates of such Offering Documents, circumstances in which they were made and that the information and statements contained therein and constitute full, true and plain disclosure of all material facts relating to the Company Corporation and the Subsidiaries (on a consolidated basis) Subject Securities and that the Prospectus and the Offered Units, Shares, Warrants and Warrant Shares as required by Supplementary Material comply in all material respect with Applicable Securities Laws; (ii) no material fact or information (except for the Underwriters’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respects. Such deliveries shall also constitute the CompanyCorporation’s consent to the Underwriters’ and any Selling Firm’s Xxxxx’x use of the Offering Document Prospectus and Supplementary Material by Xxxxx or any members of the Soliciting Dealer Group in connection with the distribution of the Offered Units Rights Offering in compliance with the provisions of this Agreement.

Representations as to Prospectus and Supplementary Material. Each delivery to any Underwriter the Agent of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Underwriters Agent that: (i) all information and statements (except for the Underwriters’ Agent’s Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Additional Securities, Common Shares, Warrants Warrants, and Warrant Shares as required by Applicable Securities LawsLaws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Underwriters’ Agent’s Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) except with respect to Underwriters’ Information, each of such Offering Documents complies with the requirements of the Applicable Securities Laws in all material respectsof the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the Underwriters’ Agent and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.