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

Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally and not jointly represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the completion of the Offering, that with respect to itself: (i) such Agent is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Offered Securities, such Agent has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Offered Securities; (iii) such Agent, and each person appointed by it as its agent to assist in the Offering, is to the extent legally required, registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) such Agent and its representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in connection with or in respect of the Offered Securities; and (v) such Agent will use its commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser.

Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally and not jointly or jointly and severally represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the completion of the Offering, that with respect to itselfthat: (i) such each Agent is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Offered Securities, such Agent has the Agents have complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Offered Securities; (iii) such Agentthe Agents, and each person appointed by it them as its their agent to assist in the Offering, is to the extent legally required, registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) such Agent the Agents and its their respective representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in connection with or in respect of the Offered Securities; and (v) such Agent the Agents will use its their commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser.

Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally (and not jointly representsand severally) represent, warrants warrant and covenants covenant to the CorporationCompany, and acknowledges that the Corporation Company is relying upon such representations and warranties in connection with the completion of the Offering, that with respect to itselfthat: (i) such Agent it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Offered SecuritiesUnits, such Agent it has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Offered SecuritiesUnits; (iii) such Agentit, and each person appointed by it as its agent to assist in the Offering, is to the extent legally required, registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) such Agent it and its representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation general solicitation or General Advertising general advertising in connection with or in respect of the Offered SecuritiesUnits in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the internet or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (v) it has not and will not solicit offers to purchase or sell the Units so as to require the UHJLVWUDWLRQ RI DQ\ RI WKH &RPSDQ\¶V VHF including the United States; and (vvi) such Agent it will use its commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser.

Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally (and not jointly representsand severally) represent, warrants warrant and covenants covenant to the CorporationCompany, and acknowledges that the Corporation Company is relying upon such representations and warranties in connection with the completion of the Offering, that with respect to itselfthat: (i) such Agent it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Offered SecuritiesUnits, such Agent it has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Offered SecuritiesUnits; (iii) such Agentit, and each person appointed by it as its agent to assist in the Offering, is to the extent legally required, registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) such Agent it and its representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation general solicitation or General Advertising general advertising in connection with or in respect of the Offered SecuritiesUnits in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the internet or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (v) it has not and will not solicit offers to purchase or sell the Units so as to require the registration of any of the Company’s securities under the laws of any jurisdiction including the United States; and (vvi) such Agent it will use its commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser.

Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally (and not jointly nor jointly and severally) represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the completion of the Offering, that with respect to itselfthat: (i) such Agent it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Offered SecuritiesShares, such Agent it has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada and the United States in which it offers the Offered SecuritiesShares; (iii) such Agentit, and each person appointed by it as its agent to assist in the Offering, is to the extent legally required, registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) such Agent it and its representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in connection with or in respect of the Offered SecuritiesShares; (v) it has not and will not solicit offers to purchase or sell the Offered Shares so as to require the registration of any of the Corporation’s securities under the laws of any jurisdiction including the United States; and (vvi) such Agent it will use its commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser.