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

Representations, Warranties and Covenants of the Agent. The Agent (on their own behalf and on behalf of their U.S. Affiliates) severally, but not jointly or jointly and severally, acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on their own behalf and on behalf of their U.S. Affiliates) severally, but not jointly or jointly and severally, represent, warrant and covenant to the Corporation, as of the date hereof and as of the Closing Date, and will cause any U.S. Affiliate to comply with such representations, warranties and covenants, that:

Representations, Warranties and Covenants of the Agent. The Agent (on their its own behalf and on behalf of their its respective U.S. AffiliatesAffiliate) severally, but not jointly or jointly and severally, acknowledge that the Offered Securities Debentures and Warrants comprising the Units and the Debentures Shares and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers and/or Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on their its own behalf and on behalf of their its U.S. AffiliatesAffiliate) severally, but not jointly or jointly and severally, representrepresents, warrant warrants and covenant covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause any its U.S. Affiliate to comply with such representations, warranties and covenants, that:

Representations, Warranties and Covenants of the Agent. The Agent Agents (on their own behalf and on behalf of their respective U.S. Affiliates) severally, but not jointly or jointly and severally, acknowledge that the Offered Securities Unit Shares and Warrants comprising the Units and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to to, or for the account or benefit of, any U.S. Person or any person within the United States, except to Accredited Investors pursuant to an available Qualified Institutional Buyers in reliance upon the exemption from the registration requirements afforded by Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, each of the Agent Agents (on their own behalf and on behalf of their respective U.S. AffiliatesAffiliate) severally, but not jointly or jointly and severally, representrepresents, warrant warrants and covenant covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause any their respective U.S. Affiliate Affiliates to comply with such representations, warranties and covenants, that:

Representations, Warranties and Covenants of the Agent. The Agent (on their its own behalf and on behalf of their its respective U.S. AffiliatesPlacement Agent) severally, but not jointly or jointly and severally, acknowledge that the Offered Securities Common Shares and Warrants comprising the Units and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Accredited Investors Qualified Institutional Buyers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on their its own behalf and on behalf of their its U.S. AffiliatesPlacement Agent) severally, but not jointly or jointly and severally, representrepresents, warrant warrants and covenant covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause any its U.S. Affiliate Placement Agent to comply with such representations, warranties and covenants, that: