Common use of REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER Clause in Contracts

REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Upon accepting this offer to purchase the Vendor covenants, warrants and represents with and to the Purchaser that; a) If the Seller is a corporation, then it is a corporation duly incorporated under the laws of the Province of British Columbia and is validly existing and in good standing under the laws of the Province of British Columbia, and has power and capacity to own and dispose of the Assets owned by it and to carry on the Business as now being conducted by it and to enter into this agreement and carry out its terms to the fullest extent; b) The execution and delivery of this Agreement and completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller; c) Neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated herein will: (i) violate any of the terms and provisions of the Articles of Incorporation of Seller, or any order, decree, statute, by- law, regulation, covenant or restriction applicable to it or any of the assets; (ii) give any person the right to terminate, cancel or remove any of the Assets; result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than British Columbia Social Services Tax, if any, payable by Buyer in connection with the purchase and sale hereunder; d) Seller has the necessary power and authority to transfer marketable title in the Assets to Buyer free and clear of all mortgages, liens, charges, pledges, security interest, encumbrances or any other claim whatsoever save as herein before provided; e) Seller has good leasehold title to the Business Premises free and clear of all liens, mortgages, charges and encumbrances save as expressed reserved hereunder and the existing Lease is in good standing; f) On the possession date, the Vendor will have good and marketable title to the Business and Assets, it shall be free and clear of any and all mortgages, liens, encumbrances or adverse claims whatsoever; g) On the closing date there will not be any litigious proceedings affecting the Business; h) Seller has no outstanding orders with respect to the Business complies with all by-laws and regulations, including Building, Health, Fire, License, Zoning, Planning and Electrical on the date of Completion. i) all government licenses an permits required for the conduct of the Business and the uses to which the Assets have been put have been obtained and are in good standing and such conduct and uses are not in breach of any statute, by- law. Regulation, covenant, restriction, plan or permit to the knowledge of Seller; j) Seller shall have paid all taxes properly payable at the time closing, including all money properly payable at the time of closing, including all money properly payable to employees, the Workers’ Compensation Board and Canada Customs and Revenue Agency; k) There is no employee who cannot be dismissed for cause or upon proper notice without cause. All existing employee of Seller employed at the business will be terminated by Seller at Closing and paid all salaries, benefits and holding pay to Closing. Buyer may rehire the said employees at the Business as at the Closing Date upon similar terms; l) Until possession is transferred, the Seller agrees to operate the Business in the ordinary course without material change and to maintain the Business premises, including heating, cooling, Plumbing, and electrical systems, built-in- fixtures, together with all other equipment and assets included in this sale in working order, and to maintain and leave the premises in a clean, orderly condition. m) All equipment included in the sale is being purchased on an “as is” basis without warranty of merchantability or fitness for any particular purpose; however, at the completion of this sale, all equipment (state in this contract) shall be in working condition, and the Seller, at its sole expense and at the Purchaser’s option, shall on or prior to the completion of this sale, repair or replace all equipment not in working condition. n) Seller shall (if required) execute an assignment of the Seller’s interest under the Lease in form and substance satisfactory to the Purchaser, acting reasonably, including provision for continued responsibility of the Seller for liabilities and defaults incurred or permitted prior to the Completion Date and an indemnity by the Seller in favor of the Purchaser with respect to the Lease.

REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Upon accepting this offer Seller represents and warrants to purchase Purchasers as follows: A. Seller has the Vendor covenants, warrants and represents with and to the Purchaser that; a) If the Seller is a corporation, then it is a corporation duly incorporated under the laws of the Province of British Columbia and is validly existing and in good standing under the laws of the Province of British Columbia, and has full corporate power and capacity to own and dispose of the Assets owned by it and to carry on the Business as now being conducted by it and authority to enter into this agreement Agreement. The execution, delivery and carry out its terms to the fullest extent; b) The execution and delivery performance by Seller of this Agreement and completion of the transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of Seller; c) Neither the execution Seller and delivery will not result in any violation of this Agreementand will not conflict with, nor the completion of the purchase and sale contemplated herein will: (i) violate or result in a breach of, any of the terms and provisions of, or constitute a default under, any provision of the Articles of Incorporation charter or other governing documents of Seller, or any orderapplicable law to which Seller is subject, any mortgage, indenture, agreement, document, instrument, judgment, decree, statuteorder, by- law, rule or regulation, covenant or other restriction to which Seller is a party or by which Seller may be bound, or result in the creation of any lien upon any of the properties or assets of Seller pursuant to any such term, or result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to it Seller or any of Seller's assets or properties. B. This Agreement is the assets; valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (ii) give any person the right to terminate, cancel or remove any of the Assets; result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than British Columbia Social Services Tax, if any, payable by Buyer in connection with the purchase and sale hereunder; d) Seller has the necessary power and authority to transfer marketable title in the Assets to Buyer free and clear of all mortgages, liens, charges, pledges, security interest, encumbrances or any other claim whatsoever save as herein before provided; e) Seller has good leasehold title except to the Business Premises free extent that enforcement may be affected by bankruptcy, reorganization, insolvency and clear creditors’ rights and by the availability of all liensinjunctive relief, mortgagesspecific performance and other equitable remedies). C. Seller owns, charges beneficially and encumbrances save as expressed reserved hereunder and the existing Lease is in good standing; f) On the possession dateof record, the Vendor will have good and marketable title to the Business and AssetsSubject Shares, it shall be free and clear of any and all mortgages, liens, security interests, claims, charges or encumbrances of any nature and, upon delivery of and payment for the Subject Shares as herein provided at Closing, Purchasers will acquire good and valid title thereto, free and clear of any and all liens, security interests, claims, charges or adverse claims encumbrances of any nature whatsoever; g) On the closing date there will not be any litigious proceedings affecting the Business; h) Seller has no outstanding orders with respect to the Business complies with all by-laws and regulations, including Building, Health, Fire, License, Zoning, Planning and Electrical on the date of Completion. i) all government licenses an permits required for D. Upon the conduct consummation of the Business transactions contemplated by this Agreement and immediately after the uses to which the Assets have been put have been obtained and are in good standing and such conduct and uses are not in breach of any statute, by- law. Regulation, covenant, restriction, plan or permit to the knowledge of Seller; j) Seller shall have paid all taxes properly payable at the time closing, including all money properly payable at the time of closing, including all money properly payable to employeesClosing, the Workers’ Compensation Board Company will have issued and Canada Customs outstanding Five Million Eight Hundred Thirty-Nine Thousand Nine Hundred and Revenue Agency; kThirty Three (5,839,933) There is no employee who cannot be dismissed for cause or upon proper notice without cause. All existing employee shares of Seller employed at the business will be terminated by Seller at Closing and paid all salaries, benefits and holding pay to Closing. Buyer may rehire the said employees at the Business as at the Closing Date upon similar terms; l) Until possession is transferred, the Seller agrees to operate the Business in the ordinary course without material change and to maintain the Business premises, including heating, cooling, Plumbing, and electrical systems, built-in- fixtures, together with all other equipment and assets included in this sale in working order, and to maintain and leave the premises in a clean, orderly condition. m) All equipment included in the sale is being purchased on an “as is” basis without warranty of merchantability or fitness for any particular purpose; however, at the completion of this sale, all equipment Common Stock (state in this contract) shall be in working condition, and the Seller, at its sole expense and at the Purchaser’s option, shall on or prior to the completion of this sale, repair or replace all equipment not in working condition. n) Seller shall (if required) execute an assignment inclusive of the Seller’s interest under the Lease in form and substance satisfactory to the Purchaser, acting reasonably, including provision for continued responsibility of the Seller for liabilities and defaults incurred or permitted prior to the Completion Date and an indemnity by the Seller in favor of the Purchaser with respect to the LeaseSubject Shares).

REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Upon accepting As a material inducement to Buyer to enter into this offer to purchase Agreement, Seller makes the Vendor covenantsfollowing representations, warrants covenants and represents with and to the Purchaser that;warranties: a) If the A. Seller is a corporationlimited liability company duly incorporated, then it is a corporation duly incorporated under the laws of the Province of British Columbia and is validly existing and in good standing under the laws of the Province State of British Columbia, and Florida. Seller has all requisite power and capacity authority (i) to own own, lease and dispose use the Assets as now owned, leased and used, (ii) to conduct the business and operations associated with the Assets as now conducted and (iii) to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the Assets owned terms, covenants and conditions to be performed and complied with by it Seller hereunder and to carry on the Business as now being conducted by it thereunder. B. The execution, delivery and to enter into this agreement and carry out its terms to the fullest extent; b) The execution and delivery performance of this Agreement and completion of the transactions contemplated hereby by Seller have been duly and validly authorized by all necessary corporate action actions on the part of Seller; c) Neither . This Agreement has been duly executed and delivered by Seller and constitutes the execution legal, valid and delivery binding obligation of Seller, enforceable against it in accordance with its terms except as the enforceability of this AgreementAgreement may be affected by bankruptcy, nor insolvency or similar laws affect creditors' rights generally and by judicial discretion in the completion enforcement of equitable remedies. C. The execution, delivery, and performance by Seller of this Agreement and the purchase and sale documents contemplated herein will: hereby (i) violate do not require the consent of any of the terms and provisions of the Articles of Incorporation of Seller, or any order, decree, statute, by- law, regulation, covenant or restriction applicable to it or any of the assets; third party (ii) give will not conflict with, result in a breach of, or constitute a default under the Seller's Articles of Organization or other governing documents, any person law, judgement, order, rules, regulation or ruling of any court of governmental instrumentality, (iii) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under or accelerate or permit the right acceleration of any performance required by the terms of any agreement instrument license or permit to terminatewhich Seller is a party or by which Seller may be bound and (iv) will not create any claim, cancel liability, mortgage, lien, pledge condition charge or remove encumbrance of any nature whatsoever upon any of the Assets; result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than British Columbia Social Services Tax, if any, payable by Buyer in connection with the purchase and sale hereunder;. d) D. Seller has the necessary power and authority to transfer marketable title in the Assets to Buyer free and clear of all mortgages, liens, charges, pledges, security interest, encumbrances or any other claim whatsoever save as herein before provided; e) Seller has good leasehold title to the Business Premises free and clear of all liens, mortgages, charges and encumbrances save as expressed reserved hereunder and the existing Lease is in good standing; f) On the possession date, the Vendor will have good and marketable title to the Business and Assets, it shall be Assets free and clear of all liens and encumbrances. Immediately after consummation of the transactions contemplated herein, Buyer will be entitled to use the Assets free and clear of all liens and encumbrances. E. Neither Seller nor any and all mortgagesshareholder, liensemployee, encumbrances or adverse claims whatsoever; g) On the closing date there will not be any litigious proceedings affecting the Business; h) agent of Seller has no outstanding orders incurred any obligation for any finder's, broker's, or agent's fee in connection with respect the transactions contemplated hereby. F. Seller owns and has good title to the Business complies with all by-laws Billboard and regulationsthe Billboard is not subject to any security interest, including Buildingmortgage, Healthpledge, Fireconditional sales agreement or other lien or encumbrance, License, Zoning, Planning except for liens for current taxes not yet due and Electrical on the date of Completionpayable. i) all government licenses an permits required for the conduct of the Business and the uses to which the Assets have been put have been obtained and are G. There is no claim, legal action, suit, arbitration, governmental investigation or other legal, administrative or tax proceeding, nor any order, decree or judgment in good standing and such conduct and uses are not in breach of any statuteprogress or pending, by- law. Regulation, covenant, restriction, plan or permit to the knowledge of Seller; j) Seller shall have paid all taxes properly payable at the time closingthreatened, including all money properly payable at the time of closing, including all money properly payable to employees, the Workers’ Compensation Board and Canada Customs and Revenue Agency; k) There is no employee who cannot be dismissed for cause or upon proper notice without cause. All existing employee of against Seller employed at the business will be terminated by Seller at Closing and paid all salaries, benefits and holding pay to Closing. Buyer may rehire the said employees at the Business as at the Closing Date upon similar terms; l) Until possession is transferred, the Seller agrees to operate the Business in the ordinary course without material change and to maintain the Business premises, including heating, cooling, Plumbing, and electrical systems, built-in- fixtures, together with all other equipment and assets included in this sale in working order, and to maintain and leave the premises in a clean, orderly condition. m) All equipment included in the sale is being purchased on an “as is” basis without warranty of merchantability or fitness for any particular purpose; however, at the completion of this sale, all equipment (state in this contract) shall be in working condition, and the Seller, at its sole expense and at the Purchaser’s option, shall on or prior to the completion of this sale, repair or replace all equipment not in working condition. n) Seller shall (if required) execute an assignment of the Seller’s interest under the Lease in form and substance satisfactory to the Purchaser, acting reasonably, including provision for continued responsibility of the Seller for liabilities and defaults incurred or permitted prior to the Completion Date and an indemnity by the Seller in favor of the Purchaser with respect to its ownership or operation of the LeaseAssets nor does Seller know or have reason to be aware of any basis for the same. H. Seller has complied with all laws, rules, and regulations of all federal, state and local governments concerning the environment, public health and safety and no complaint, charge or notice has been filed or commenced against Seller in connection with its ownership or operation of the Assets alleging any failure to comply with any such law, rule or regulation. I. The Billboard is constructed within the boundaries of the Land and the Land has access to and from a public road. J. Seller is aware of no structural or latent defects in any of the Assets. K. No representation or warranty made by Seller in this Agreement or in any certificate, document or other instrument furnished or to be furnished by Seller pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is required to make any statement made herein or therein not misleading.

REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Upon accepting As a material inducement to Buyer to enter into this offer to purchase Agreement, Seller makes the Vendor covenantsfollowing representations, warrants covenants and represents with and to the Purchaser that;warranties: a) If the A. Seller is a corporation, then it is a corporation duly incorporated under the laws of the Province of British Columbia and is incorporated, validly existing and in good standing under the laws of the Province State of British Columbia, and Florida. Seller has all requisite power and capacity authority (i) to own own, lease and dispose use the Assets as now owned, leased and used, (ii) to conduct the business and operations associated with the Assets as now conducted and (iii) to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the Assets owned terms, covenants and conditions to be performed and complied with by it Seller hereunder and to carry on the Business as now being conducted by it thereunder. B. The execution, delivery and to enter into this agreement and carry out its terms to the fullest extent; b) The execution and delivery performance of this Agreement and completion of the transactions contemplated hereby by Seller have been duly and validly authorized by all necessary corporate action actions on the part of Seller; c) Neither . This Agreement has been duly executed and delivered by Seller and constitutes the execution legal, valid and delivery binding obligation of Seller, enforceable against it in accordance with its terms except as the enforceability of this AgreementAgreement may be affected by bankruptcy, nor insolvency or similar laws affecting creditors' rights generally and by judicial discretion in the completion enforcement of equitable remedies. C. The execution, delivery, and performance by Seller of this Agreement and the purchase and sale documents contemplated herein will: hereby (i) violate do not require the consent of any of the terms and provisions of the Articles of Incorporation of Sellerthird party, or any ordersuch consent has been obtained, decree, statute, by- law, regulation, covenant or restriction applicable to it or any of the assets; (ii) give will not conflict with, result in a breach of, or constitute a default under, any person law, judgement, order, rules, regulation or ruling of any court of governmental instrumentality, (iii) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under or accelerate or permit the right acceleration of any performance required by the terms of any agreement instrument license or permit to terminatewhich Seller is a party or by which Seller may be bound and (iv) will not create any claim, cancel liability, mortgage, lien, pledge condition charge or remove encumbrance of any nature whatsoever upon any of the Assets; result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than British Columbia Social Services Tax, if any, payable by Buyer in connection with the purchase and sale hereunder;. d) D. Seller has the necessary power good and authority to transfer marketable title to or, where applicable, a valid and insurable leasehold interest in the Assets to Buyer free and clear of all mortgagesliens and encumbrances. The Assets are all of the properties and assets required to legally conduct the Outdoor Advertising Business as currently conducted, liensand immediately after consummation of the transactions contemplated herein, charges, pledges, security interest, encumbrances or any other claim whatsoever save as herein before provided; e) Seller has good leasehold title Buyer will be entitled to use the Business Premises Assets free and clear of all liensliens and encumbrances. E. Neither Seller nor any shareholder, mortgagesemployee, charges or agent of Seller has incurred any obligation for any finder's, broker's, or agent's fee in connection with the transactions contemplated hereby. F. The Permits listed on Exhibit D constitute all the governmental authorizations required from any governmental or regulatory authority for the lawful conduct of the Outdoor Advertising Business and encumbrances save operation of the Assets in the manner and to the full extent they are now conducted. None of these governmental or regulatory authorities has modified or otherwise changed its permitting ordinances in any material respect since the issuance of the Permits. None of the Permits is subject to any restriction or condition that would limit Buyer's full operation of the Assets or the Outdoor Advertising Business as expressed reserved hereunder now operated following Closing. The Permits are in full force and effect and the existing Lease current conduct of the Outdoor Advertising Business and operation of the Assets is in good standing; f) On the possession date, the Vendor will have good and marketable title to the Business and Assets, it shall be free and clear of any and all mortgages, liens, encumbrances or adverse claims whatsoever; g) On the closing date there will not be any litigious proceedings affecting the Business; h) full accord therewith. Seller has no outstanding orders with respect reason to believe that any of the Business complies with all by-laws and regulations, including Building, Health, Fire, License, Zoning, Planning and Electrical on the date of CompletionPermits will not continue to remain in effect following Closing. G. The Billboards listed on Exhibit A and the tangible personal property listed on Exhibit C constitute all items of tangible personal property necessary to conduct Outdoor Advertising Business at each of the Billboard locations as now conducted. Seller owns and has good title to each Billboard and other item of tangible personal property and, except as disclosed on Exhibit G, none is subject to any security interest, mortgage, pledge, conditional sales agreement or other lien or encumbrance, except for liens for current taxes not yet due and payable. H. The Land Leases, Sign Leases, and Service Contracts listed on Exhibits B, E, and F, respectfully, constitute all the Land Leases, Sign Leases, and Service Contracts associated with the operation of the Billboards and the Outdoor Advertising Business. Seller has delivered to Buyer true and complete copies of all such Land Leases, Sign Leases, and Services Contracts and all of the Land Leases, Sign Leases and Service Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms. Seller has full legal power and authority to assign its rights under such Land Leases, Sign Leases, and Service Contracts to Buyer in accordance with this Agreement and such assignment will not affect the validity, enforceability or continuation of any of the assigned Land Leases, Sign Leases, and Service Contracts. I. No consent, approval, permit or authorization of or declaration to or filing with any governmental or regulatory authority or any other third party is required (i) all government licenses an permits required for the conduct of the Business to consummate this Agreement and the uses transactions contemplated hereby (ii) to which permit Seller to assign or transfer the Assets have been put have been obtained to Buyer or (iii) to enable Buyer to conduct the business and operations associated with the Assets in essentially the same manner as such business and operations are now conducted. J. There is no claim, legal action, suit, arbitration, governmental investigation or other legal, administrative or tax proceeding, nor any order, decree or judgment in good standing and such conduct and uses are not in breach of any statuteprogress or pending, by- law. Regulation, covenant, restriction, plan or permit to the knowledge of Seller;Seller threatened, against Seller with respect to its ownership or operation of the Assets nor does Seller know or have reason to be aware of any basis for the same. j) K. Seller shall have paid has complied with all taxes properly payable at laws, rules, and regulations of all federal, state and local governments concerning the time closingenvironment, including all money properly payable at public health and safety and no complaint, charge or notice has been filed or commenced against Seller in connection with its ownership or operation of the time Assets alleging any failure to comply with any such law, rule or regulation. L. The books of closing, including all money properly payable to employees, the Workers’ Compensation Board and Canada Customs and Revenue Agency; k) There is no employee who cannot be dismissed for cause or upon proper notice without cause. All existing employee account of Seller employed at the business will be terminated by Seller at Closing and paid have been kept accurately in all salaries, benefits and holding pay to Closing. Buyer may rehire the said employees at the Business as at the Closing Date upon similar terms; l) Until possession is transferred, the Seller agrees to operate the Business material respects in the ordinary course without material change of its business; the transactions entered therein represent bona fide transactions; and to maintain the Business premisesrevenues, including heatingexpenses, cooling, Plumbingassets, and electrical systemsliabilities of Seller have been properly recorded in such books. M. All the Billboards are constructed within the boundaries of the applicable Land Lease, built-in- fixtures, together with all other equipment and assets included each Land Lease provides adequate access to and from a public road. N. Seller is aware of no structural or latent defects in any of the Assets. O. No representation or warranty made by Seller in this sale Agreement or in working orderany certificate, and document or other instrument furnished or to maintain and leave the premises in be furnished by Seller pursuant hereto contains or will contain any untrue statement of a clean, orderly conditionmaterial fact or omits or will omit to state any material fact that is required to make any statement made herein or therein not misleading. m) All equipment included in the sale is being purchased on an “as is” basis without warranty of merchantability or fitness for any particular purpose; however, at the completion of this sale, all equipment (state in this contract) shall be in working condition, and the Seller, at its sole expense and at the Purchaser’s option, shall on or prior to the completion of this sale, repair or replace all equipment not in working condition. n) Seller shall (if required) execute an assignment of the Seller’s interest under the Lease in form and substance satisfactory to the Purchaser, acting reasonably, including provision for continued responsibility of the Seller for liabilities and defaults incurred or permitted prior to the Completion Date and an indemnity by the Seller in favor of the Purchaser with respect to the Lease.