Common use of Representations of the Parent Clause in Contracts

Representations of the Parent. Parent hereby represent and warrant to Sub the following: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. (b) Parent has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, when executed and delivered by Sub, will be a valid and binding obligation of Parent, enforceable against it in accordance with its terms. (c) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which Parent is a party or by it is bound, or (ii) any law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Parent or its assets or properties. (d) The Assigned Assets constitute all of the assets of Parent. Parent is the sole owner of the Assigned Assets and has good and marketable title to the Assigned Assets, free and clear of any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the consummation of the transactions contemplated hereby, the Parent will have no assets. (e) The Liabilities constitute the only liabilities of Parent relating to the Assigned Assets. Upon the consummation of the transactions contemplated hereby, the Parent will have no liabilities with respect to the Assigned Assets.

Representations of the Parent. The Parent hereby represent represents, warrants and warrant to Sub covenants in favour of the followingHolders as follows: (a) Parent it is a corporation duly organized, validly existing and in good standing under the laws of the State Province of Nevada, with full British Columbia and has the requisite power and authority to own, lease, use lease and operate its properties and to carry on conduct its business as and where now owned, leased, used, operated and conducted.business; (b) Parent it has the absolute all requisite legal and unrestricted right, power, legal capacity corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations under hereunder; (c) it has duly authorized, executed and delivered this Agreement, to carry out its obligations hereunder and to consummate and, upon acceptance by the transactions contemplated hereby. This AgreementInvestors, when executed and delivered by Sub, this Agreement will be constitute a valid and binding obligation agreement of the Parent, enforceable against it the Parent in accordance with its terms., except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies; (cd) Neither no consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any Governmental Entity or other Person is required for the execution and execution, delivery or performance of this AgreementAgreement by the Parent; (e) neither the entering into, delivery or performance of this Agreement nor the consummation completion of the transactions contemplated in hereby, will in the LLC Agreement or any other Transaction Agreement, in each case, by the Parent will: (i) conflict with or result in the violation or breach of any of the provisions of the articles or by-laws of the Parent, (ii) conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrumentof the terms of, contract or constitute a default under, or result in the creation or imposition of any lien or right of any other Person upon any assets of the Parent pursuant to any agreement or other instrument to which the Parent is a party or by it which the Parent is bound, bound or (ii) to which any law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Parent or its assets or properties. (d) The Assigned Assets constitute all of the assets of Parent. the Parent is subject, or (iii) result in the sole owner violation of any law applicable to the Parent; (f) any Common Shares deliverable upon exchange of the Assigned Assets and has good and marketable title Preferred Units pursuant to the Assigned AssetsLLC Agreement and the terms hereof will be duly authorized and validly issued as fully paid and non-assessable, free and clear of any liens, pledges, hypothecations, charges, adverse claims, optionsrights or encumbrances, preferential arrangements or restrictions other than those arising under law; (g) it has reserved for issuance and will, at all times while any Preferred Units are outstanding, keep available, free from pre-emptive and other rights granted by the Parent, such number of any kind, including, without limitation, any restriction Common Shares as are deliverable upon exchange of the use, voting, transfer, receipt of income or outstanding Preferred Units pursuant to the LLC Agreement and the terms hereof; and (h) it will make such filings and take such other exercise of any attributes of ownership. Upon reasonable commercial steps as may be necessary in order that the consummation Common Shares deliverable upon exchange of the transactions contemplated herebyPreferred Units will be approved for listing and posted for trading on the TSXV or any Stock Exchange on which the Common Shares then trade, on the Parent will have no assetsdate of issuance of such Common Shares. (e) The Liabilities constitute the only liabilities of Parent relating to the Assigned Assets. Upon the consummation of the transactions contemplated hereby, the Parent will have no liabilities with respect to the Assigned Assets.

Representations of the Parent. Parent hereby represent and warrant to Sub the following: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. (b) Parent has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, when executed and delivered by Sub, will be a valid and binding obligation of Parent, enforceable against it in accordance with its terms. (c) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which Parent is a party or by it is bound, or (ii) any law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Parent or its assets or properties. (d) The Assigned Assets constitute all of the assets of Parent. Parent is the sole owner of the Assigned Assets and has good and marketable title to the Assigned Assets, free and clear of any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the consummation of the transactions contemplated hereby, the Parent will have no assets. (e) The Liabilities constitute the only all liabilities of Parent relating to the Assigned AssetsParent. Upon the consummation of the transactions contemplated hereby, the Parent will have no liabilities with respect to the Assigned Assetsliabilities.