Common use of Representations, Warranties and Covenants of the Agent Clause in Contracts

Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation, as at the date hereof and as at the Closing Date, that:

Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, laws and may not be offered and or sold only in transactions exempt the United States or to, or for the account or benefit of, a person in the United States, except in accordance with an exemption or exclusion from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Agent representsAgent, warrants on behalf of itself and covenants to the Corporationits U.S. Affiliate, as at applicable, represent, warrant and covenant to and with the date hereof and as at the Closing Date, Issuer that:

Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities lawsAct. Accordingly, the The Agent represents, warrants and covenants to the Corporation, as at the date hereof and as at the Closing Date, Corporation that:

Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, laws and may be offered and sold only in transactions exempt from from, or not subject to to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to and with the CorporationCompany, as at the date hereof and as at the Closing Date, that: