Common use of The Companies’ Representations and Warranties Clause in Contracts

The Companies’ Representations and Warranties. Each of the Companies hereby represents and warrants to the Consenting Noteholder (and each of the Companies acknowledges that the Consenting Noteholder is relying upon such representations and warranties) that: (a) It is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement; it has conducted its own analysis and made its own decision to enter in this Agreement and has obtained such independent advice in this regard as it deemed appropriate; and it has not relied in such analysis or decision on any Person other than its own independent advisors; (b) This Agreement has been duly executed and delivered by it, and, assuming the due authorization, execution and delivery by the Consenting Noteholder, this Agreement constitutes the legal, valid and binding obligation of such Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (c) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to execute and deliver this Agreement resulting from its acceptance hereof and, subject to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated hereby; (d) The execution and delivery of this Agreement by such Company and the completion by it of the transactions contemplated herein do not and will not, to the best of the knowledge after due inquiry of the officers, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization (the "Relevant Company Personnel") violate or conflict with any judgment, order, statute, law, ordinance, rule or regulation applicable to such Company or any of its properties or assets; and (e) To the best of the knowledge after due inquiry of the Relevant Company Personnel, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against such Company or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on such Company’s ability to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.

The Companies’ Representations and Warranties. Each of the Companies hereby represents and warrants to the each Consenting Noteholder (and each of the Companies acknowledges that the each Consenting Noteholder is relying upon such representations and warranties) that: (a) It is a sophisticated party with sufficient knowledge The execution, delivery and experience to evaluate properly performance by each of the terms and conditions Companies of this Agreement; it has conducted : (i) are within its own analysis and made its own decision to enter in this Agreement and has obtained such independent advice in this regard respective corporate, partnership, limited partnership or similar power, as it deemed appropriate; and it has not relied in such analysis or decision on any Person other than its own independent advisorsapplicable; (bii) This Agreement has have been duly executed and delivered authorized by itall necessary corporate, andpartnership, assuming limited partnership or similar action, as applicable, including all necessary consents of the due authorizationholders of its equity interests, execution and delivery by the Consenting Noteholder, this Agreement constitutes the legal, valid and binding obligation of such Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equitywhere required; (ciii) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to execute and deliver this Agreement resulting from its acceptance hereof and, subject to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated hereby; (d) The execution and delivery of this Agreement by such Company and the completion by it of the transactions contemplated herein do not and will not(A) contravene its respective certificate of incorporation, to the best of the knowledge after due inquiry of the officersby-laws or limited partnership agreement or other constating documents, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization (the "Relevant Company Personnel"B) violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Company it or any of its properties or assets, (C) conflict with or result in the breach of, or constitute a default under, any of its material contractual obligations (other than under the 8% Notes or the 8% Note Indenture and as contemplated by Section C.4 of the Term Sheet), or (D) result in the creation or imposition of any lien or encumbrance upon any of the property of the Companies; and (eiv) do not require the consent of, authorization by, approval of or notification to any Governmental Entity, other than the Regulatory Authorities and the Court; (b) This Agreement constitutes a valid and binding obligation of such Company enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity, whether asserted in a proceeding in equity or law; (c) To the best of the knowledge after due inquiry of Txxxxx Strike, Jxxx Xxxxxxx and Rxxxxxx Xxxxxxx (the “Relevant Company Personnel”), there is no proceeding, claim or investigation pending before any Governmental Entitycourt, regulatory body, tribunal, agency, government or legislative body, or threatened against such Company it or any of its properties that, individually or in the aggregate, could would reasonably be expected to have an a material adverse effect on such Company’s its ability to execute and deliver this Agreement and to consummate comply with its terms; (d) As of the transactions date hereof, except as disclosed in the Information or the Plan, since September 1, 2008 there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to Canwest Global and its Subsidiaries (taken as a whole) or CMI and its Subsidiaries (taken as a whole), (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by Canwest Global and its Subsidiaries or CMI and its Subsidiaries which is material to Canwest Global and its Subsidiaries (taken as a whole), (iv) any material change in the capital or outstanding indebtedness of Canwest Global and its Subsidiaries (taken as a whole) or CMI and its Subsidiaries (taken as a whole), as the case may be, or (v) other than in connection with the reorganization of certain broadcasting assets as contemplated by this Agreementthe shareholders agreement in respect of CW Investments Co., any dividend or distribution of any kind declared, paid or made on the capital stock of Canwest Global or CMI. As of the date hereof, each of Canwest Global and CMI has filed with the Canadian Securities Administrators and the Commission all documents required to be filed by it under the Securities Legislation, as applicable; and (e) Each of Canwest Global, CMI, CTLP and Canwest MediaWorks Ireland Holdings (“Irish Holdco”) has authorized, issued and outstanding capitalization as set forth in Schedule D. No order halting or suspending trading in securities of Canwest Global or CMI nor prohibiting the sale of such securities has been issued to and is outstanding against Canwest Global or CMI, and to the knowledge of the Relevant Company Personnel and the directors and officers of Canwest Global or CMI, as applicable, other than enquiries by the Toronto Stock Exchange, no investigations or proceedings for such purpose are pending or threatened.

The Companies’ Representations and Warranties. Each of the Companies hereby represents and warrants to the each Consenting Noteholder (and each of the Companies acknowledges that the each Consenting Noteholder is relying upon such representations and warranties) that: (a) It is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement; it has conducted its own analysis and made its own decision to enter in this Agreement and has obtained such independent advice in this regard as it deemed appropriate; and it has not relied in such analysis or decision on any Person other than its own independent advisors; (b) This Agreement has been duly executed and delivered by it, and, assuming the due authorization, execution and delivery by the Consenting NoteholderNoteholders, this Agreement constitutes the legal, valid and binding obligation of such Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ ' rights generally and general principles of equity; (c) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to execute and deliver this Agreement resulting from its acceptance hereof and, subject to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated hereby; (d) The execution and delivery of this Agreement by such Company and the completion by it of the transactions contemplated herein do not and will not, to the best of the knowledge after due inquiry of the officers, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization (the "Relevant Company Personnel") except for the Identified Events of Default (i) conflict with or result in a material breach or violation of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Company or any of its subsidiaries with direct participation in the Recapitalization (for greater certainty, issuers of Notes and any subsidiaries of the Companies that guarantee obligations under the Notes or that will guarantee the securities to be issued and delivered as described in the Term Sheet or entities whose securities are to be pledged as security in support of the securities to be issued and delivered as described in the Term Sheet shall be deemed to have a direct participation in the Recapitalization) is a party or by which such Company or any of its subsidiaries with direct participation in the Recapitalization is bound or to which any of the property or assets of such Company or any of its subsidiaries with direct participation in the Recapitalization is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of such Company or any of its subsidiaries with direct participation in the Recapitalization or (iii) violate or conflict with any judgment, order, statute, law, ordinance, rule or regulation applicable to such Company or any of its properties or assets; and, except, in the case of (i) and (iii), for violations or conflicts that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on such Company's ability to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; (e) To the best of the knowledge after due inquiry of the Relevant Company Personnel, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against such Company or any of its properties that, individually or in the aggregate, could would reasonably be expected to have an adverse effect a Material Adverse Effect on such Company’s 's ability to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; (f) Except as previously disclosed by ABH and ACI or in the Information or the Plan, except for any Identified Events of Default, and except as otherwise disclosed in, or as part of any formal discussion between directors or officers of the Companies and all of the Initial Consenting Noteholders (as defined in the Term Sheet), or any document or other information provided to a director or officer of each of the Initial Consenting Noteholders, since January 1, 2007 there has not been (A) any Material Adverse Effect, (B) any transaction which is material to ABH and its subsidiaries (taken as a whole) or ACI and its subsidiaries (taken as a whole), (C) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by ABH and its subsidiaries or ACI and its subsidiaries which is material to ABH or ACI, as the case may be, (D) any material change in the capital stock or outstanding indebtedness of ABH and its subsidiaries (taken as a whole) or ACI and its subsidiaries (taken as a whole), as the case may be, or (E) any dividend or distribution of any kind declared, paid or made on the capital stock of ABH or ACI. As of the date hereof, each of ABH and ACI has filed with the Commission all documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Companies confirm that the Parties hereto have reviewed and are relying, although not solely, upon the Information and filings made pursuant to the Exchange Act; (g) Each of ABH and ACI has authorized, issued and outstanding capitalization as set forth in the Information. The issued and outstanding shares of capital stock of ABH and ACI, as the case may be, have been duly authorized and validly issued and are fully paid and non assessable, have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right. No order halting or suspending trading in securities of ABH or ACI nor prohibiting the sale of such securities has been issued to and is outstanding against ABH or ACI or their respective directors, officers or promoters, and, except the possible delisting of ABH stock from the New York Stock Exchange and/or the Toronto Stock Exchange, no investigations or proceedings for such purpose are pending or threatened; (h) All securities of ABH, when issued and delivered in accordance with the Plan, will have been duly authorized and will be validly issued in accordance with the terms of the Plan and fully paid and non-assessable; and (i) The securities issued and delivered in accordance with the Plan will be issued and sold (i) pursuant to registration exemptions provided under the Securities Act of 1933, as amended (the "Securities Act"), and under any other state securities law and the respective rules and regulations thereunder and, except for (1) securities issued in the Concurrent Offering and (2) securities held by Affiliates (as defined in Rule 144 under the Securities Act) of ABH, will not be subject to restrictions on transfer under the Securities Act; and (ii) pursuant to exemptions from the prospectus and registration requirements of applicable Canadian securities laws and, other than in respect of the New Notes, will not be subject to resale restrictions pursuant thereto.

The Companies’ Representations and Warranties. Each of the Companies hereby represents and warrants to the each Consenting Noteholder (and each of the Companies acknowledges that each of the Consenting Noteholder Noteholders is relying upon such representations and warranties) that: (a) It is a sophisticated party with sufficient knowledge The execution, delivery and experience to evaluate properly performance by each of the terms and conditions Companies of this Agreement; it has conducted : (i) are within its own analysis and made its own decision to enter in this Agreement and has obtained such independent advice in this regard corporate, partnership, limited partnership or similar power, as it deemed appropriate; and it has not relied in such analysis or decision on any Person other than its own independent advisorsapplicable; (bii) This Agreement has have been duly executed and delivered by itauthorized, and, assuming the due authorization, as to execution and delivery only, by all necessary corporate, partnership, limited partnership or similar action, as applicable, including all necessary consents of the Consenting Noteholderholders of its equity interests, this Agreement constitutes the legal, valid and binding obligation of such Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equitywhere required; (ciii) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to execute and deliver this Agreement resulting from its acceptance hereof and, subject to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated hereby; (d) The execution and delivery of this Agreement by such Company and the completion by it of the transactions contemplated herein do not and will not(A) contravene its certificate of incorporation, to the best of the knowledge after due inquiry of the officersby-laws or limited partnership agreement or other constating documents, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization as applicable, (the "Relevant Company Personnel"B) violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Company it or any of its properties or assets, or (C) result in the creation or imposition of any lien or encumbrance upon any of the property of the Companies, other than liens securing the New Floating Rate Notes; and (eiv) do not require the consent of, authorization by, approval of or notification to any Governmental Entity, other than court approval of the court-supervised proceedings contemplated hereby. (b) This Agreement constitutes a valid and binding obligation of such Company enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity, whether asserted in a proceeding in equity or law; (c) To the best of the its knowledge after due inquiry of the Relevant Company Personnelinquiry, there is no proceeding, claim or investigation pending before any court, Governmental EntityEntity or legislative body, or threatened against such Company it or any of its properties that, individually or in the aggregate, could would reasonably be expected to have an adverse effect a Material Adverse Effect on such Company’s its ability to execute and deliver this Agreement and to consummate comply with its terms; (d) Except as disclosed in the Information, and as otherwise contemplated by this Agreement and the transactions contemplated hereby, since June 30, 2010 there has not been (i) any Material Adverse Effect, (ii) any Material transaction to which any of the Companies is a party outside the ordinary course of business or (iii) any Material change in the capital or outstanding indebtedness and liabilities of the Companies (taken as a whole); (e) All documents and information filed with relevant securities regulators by this Agreementthe Companies since December 31, 2008, at the time filed, (i) complied with all applicable Laws in all material respects and, (ii) did not contain any untrue statement of a Material fact or omit to state a Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (f) Except as disclosed in the Information, no order halting or suspending trading in securities of Angiotech or prohibiting the sale of such securities has been issued to, and is outstanding against, Angiotech, and to the knowledge of Angiotech and the directors and senior officers of Angiotech, as applicable, and except as may be related to matters disclosed in the Information, no investigations or proceedings for such purpose are pending or threatened.

The Companies’ Representations and Warranties. Each of the Companies hereby represents and warrants to the each Consenting Noteholder (and each of the Companies acknowledges that each of the Consenting Noteholder Noteholders is relying upon such representations and warranties) that: (a) It is a sophisticated party with sufficient knowledge The execution, delivery and experience to evaluate properly performance by each of the terms and conditions Companies of this Agreement; it has conducted : (i) are within its own analysis and made its own decision to enter in this Agreement and has obtained such independent advice in this regard corporate, partnership, limited partnership or similar power, as it deemed appropriate; and it has not relied in such analysis or decision on any Person other than its own independent advisorsapplicable; (bii) This Agreement has have been duly executed and delivered by itauthorized, and, assuming the due authorization, with respect to execution and delivery only, by all necessary corporate, partnership, limited partnership or similar action, as applicable, including all necessary consents of the Consenting Noteholderholders of its equity interests, this Agreement constitutes the legal, valid and binding obligation of such Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equitywhere required; (ciii) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to execute and deliver this Agreement resulting from its acceptance hereof and, subject to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated hereby; (d) The execution and delivery of this Agreement by such Company and the completion by it of the transactions contemplated herein do not and will not(A) contravene its certificate of incorporation, to the best of the knowledge after due inquiry of the officersby-laws or limited partnership agreement or other constating documents, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization as applicable, (the "Relevant Company Personnel"B) violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Company it or any of its properties or assets, (C) except as disclosed in the Disclosure Letter, conflict with or result in the breach of, or constitute a default under, or require a consent under, the credit agreement governing the Wxxxx Fargo Facility or any other documents or agreements related to the Wxxxx Fargo Facility, the FRN Indenture or any other Material Contract, or (D) result in the creation or imposition of any lien or encumbrance upon any of the property of the Companies; and (iv) except as set forth in Schedule E do not require the consent of, authorization by, approval of or notification to any Governmental Entity, other than court approval of the court-supervised proceedings contemplated hereby, including without limitation the Recapitalization Proceedings and any proceedings commenced in furtherance of an Alternate Recapitalization Transaction, and approval of the Toronto Stock Exchange and NASDAQ. (b) This Agreement constitutes a valid and binding obligation of such Company enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity, whether asserted in a proceeding in equity or law. (c) Except as disclosed in the Information and as otherwise contemplated by this Agreement and the transactions contemplated hereby, since June 30, 2010 there has not been (i) any Material Adverse Effect, (ii) any Material transaction to which any of the Companies is a party outside the ordinary course of business or (iii) any Material change in the capital or outstanding indebtedness and liabilities of the Companies (taken as a whole). (d) None of the Companies has any Material Liabilities except (i) Liabilities which are reflected and properly reserved against in the Financial Statements, (ii) Liabilities incurred after June 30, 2010 in the ordinary course of business and consistent with past practice, (iii) current Liabilities arising in the ordinary course under the Contracts to which the Companies are a party (other than obligations which are required to be reflected on a balance sheet prepared in accordance with GAAP). (e) To the best As of the knowledge after due inquiry date of this Agreement, the authorized capital of Angiotech consists of (i) 200,000,000 common shares, of which 85,185,197 shares are issued and outstanding, and (ii) 50,000,000 shares of preferred stock, of which no shares are issued and outstanding. Angiotech has no other capital stock authorized or, as of the Relevant date of this Agreement, issued and outstanding. (f) As of the date of this Agreement, (i) 13,937,756 common shares of Angiotech are reserved for issuance pursuant to Angiotech’s 2006 Stock Incentive Plan, of which 9,575,742 shares are subject to outstanding options, and (ii) no common shares of Angiotech are reserved for issuance upon exercise of outstanding warrants. Except for the options in the preceding sentence, there are no outstanding options, warrants, convertible securities or rights of any kind to purchase or otherwise acquire shares of capital stock or other securities of Angiotech. (g) Except as disclosed in the Information, no order halting or suspending trading in securities of Angiotech or prohibiting the sale of such securities has been issued to and is outstanding against Angiotech, and to the knowledge of Angiotech and the directors and officers of Angiotech, as applicable, and except as may be related to matters disclosed in the Information, no investigations or proceedings for such purpose are pending or threatened. (h) Since December 31, 2009, except as otherwise contemplated by this Agreement or set forth in the Information, each of the Companies has conducted its business only in the ordinary course consistent with past practice and there has not been any resignation or termination of any officer, director or senior manager, or any increase in the rate of compensation payable or to become payable by any of the Companies to any officer, director or representative of the Companies (other than standard increases in connection with general, regularly-scheduled reviews consistent with past practice in respect of employees other than the top ten highest paid employees of the Companies and other than in connection with the KXXX), including the making of any loan to, or the payment, grant or accrual of any Bonus Payment to any such Person. (i) Except as provided in Section 7(j) hereof, there have been no changes to the compensation for the top ten highest paid employees of the Companies (including the NEOs) from their compensation as disclosed in the Disclosure Letter and none of the Companies have agreed to any, or become obligated to pay any, Bonus Payments to the NEOs or any other employees, agents or consultants except in connection with existing bonus or incentive plans. Angiotech has provided Goodmans, on the date hereof, with complete copies of all bonus, incentive or compensation plans applicable to the Companies. (j) Angiotech has provided to Goodmans on the date hereof complete copies of all employment agreements for the senior officers of Angiotech and its Subsidiaries, which are in full force and effect as of the date hereof, and there have been no extension, supplements or amendments thereto; there are no other written employment agreements for employees, agents or consultants to the Companies earning $100,000 or more per annum, including all bonuses and other cash compensation. (k) Other than as described in the Disclosure Letter or the Information, there is not now pending or, to the knowledge of any of the senior officers or directors of Angiotech, threatened against Angiotech or any of its Subsidiaries, nor has Angiotech or any of its Subsidiaries received notice in respect of, any claim, potential claim, litigation, action, suit, arbitration or other proceeding by or before any court, tribunal Government Entity, securities commission or regulatory body, which would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and there is no fact known to the senior officers and directors of Angiotech that would reasonably be expected to result in any such claim, potential litigation, action, suit, arbitration or other proceeding. (l) Except as disclosed in the Disclosure Letter: (i) all of the Companies’ Material Intellectual Property has been duly registered in, filed in or issued by the appropriate patent and/or trademark offices, and has been properly maintained and renewed in accordance with all applicable Laws and regulations in all material respects; (ii) there are no Material claims or demands of any other Person pertaining to the Companies’ Intellectual Property and no Material proceedings are currently pending or, to the knowledge of Angiotech, threatened, which challenge Angiotech’s or its Subsidiaries’ rights in respect thereof; and (iii) to the knowledge of the Companies, none of the Companies’ Material Intellectual Property is being infringed by any other Person and there is no pending or threatened claim or litigation contesting the validity or enforceability of the Companies’ Material Intellectual Property or the right of the Companies to practice or exercise any rights in the Companies’ Material Intellectual Property; and (iv) no claim is currently pending or being threatened charging Angiotech or any subsidiary of Angiotech with infringement of any third party patent, trade name, trademark or copyright. (m) Complete and accurate copies of all Material contracts and amendments thereto, including, without limitation, Material Intellectual Property licensing agreements, as set forth on Schedule D (the “Material Contracts”) have been delivered to or otherwise made available for review by Goodmans prior to the date hereof, and all such agreements are in full force and effect, except as would not reasonably be expected to result in a Material Adverse Effect. All of the Material Contracts are valid, binding and enforceable in accordance with their terms against the Company Personnelor Companies party thereto, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). As of the date of this Agreement, except as disclosed in the Disclosure Letter, there is no proceeding, claim existing (or investigation pending before threatened in writing) default or dispute with respect to any Governmental Entityof the Material Contracts that would reasonably be expected to result in a Material Adverse Effect. (n) Each of the Companies has conducted its business in compliance with all Laws and no Company has received any notice to the effect that, or threatened against has otherwise been advised that, such Company is not in compliance with such Laws, other than any such non-compliance as would not reasonably be expected to result in a Material Adverse Effect. (o) Angiotech has provided to Goodmans on the date hereof a restructuring budget reflecting Angiotech’s current best estimate of the costs of completing the Recapitalization Transaction. All retainers and economic terms for the engagement of professionals and advisors engaged by Angiotech (or any of its properties Subsidiaries) as of the date hereof, including with respect to the Recapitalization (other than retainers for local counsel that are not material), have been disclosed in writing to Goodmans on the date hereof and all material fees currently anticipated to be payable thereunder in connection with the Recapitalization are reflected in the restructuring budget. (p) The estimated quantum of all Bonus Payments expected to be paid to the senior executives of Angiotech and its Subsidiaries for the current fiscal year have been disclosed to Goodmans on the date hereof. (q) All documents and information filed with relevant securities regulators by the Companies since December 31, 2008, at the time filed, (i) complied with all applicable Laws in all material respects and (ii) did not contain any untrue statement of a Material fact or omit to state a Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (r) Except as would not have a Material Adverse Effect: (i) the Companies are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any governmental or regulatory authority, including, without limitation, Health Canada, the Food and Drug Administration (the “FDA”) and similar authorities in the Canada, the U.S. and other jurisdictions necessary for the Companies to carry on their business as it is now being conducted (the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Companies, threatened, except where the failure to have or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect; (ii) all of the clinical studies which have been, or are being conducted by or for the Companies, are being conducted in material compliance with generally accepted good clinical practices and all applicable requirements; (iii) to the knowledge of the Companies, the Companies have not (A) made any untrue statement of a material fact or fraudulent statement to Health Canada, the FDA or any governmental or regulatory authority; or (B) failed to disclose a material fact required to be disclosed to Health Canada, the FDA or similar governmental or regulatory authority; (iv) to the knowledge of the Companies, no Company has received any written notice that Health Canada, the FDA or any similar governmental or regulatory authority (including, without limitation, other regulatory agencies outside of Canada and the United States) has commenced, or overtly threatened to initiate, any action to withdraw its approval or request the recall of any product of Angiotech or its Subsidiaries, or commenced, or overtly threatened to initiate, any action to enjoin production at any facility of Angiotech or its Subsidiaries; and (v) to the knowledge of the Companies, as to each article of drug, device or cosmetic manufactured and/or distributed by Angiotech or its Subsidiaries, such article is not adulterated or misbranded within the meaning of any governmental act or law of any jurisdiction (including, without limitation, jurisdictions outside of Canada and the United States). (s) As to each product that is developed, manufactured, tested, distributed, held and/or marketed directly by the Companies, such product is being developed, manufactured, held and distributed in substantial compliance with all applicable Health Canada and FDA requirements, including, but not limited to, such requirements relating to investigational use, pre-market clearance, good manufacturing practices, labelling, advertising, record keeping, filing of reports and security, except for such non-compliance that, individually or in the aggregate, could would not reasonably be expected to have an adverse effect on such Company’s ability to execute a Material Adverse Effect. (t) The board of directors of each of the Companies has: (i) approved, adopted and deliver declared advisable this Agreement and to consummate the transactions and agreements contemplated by hereby; (ii) determined that this AgreementAgreement is in the best interests of the Companies and the Existing Shareholders; and (iii) resolved to recommend approval of this Agreement and the transactions and agreements contemplated hereby to the Existing Shareholders.

The Companies’ Representations and Warranties. Each of the Companies (except if the representation or warranty is applicable to PNCC only) hereby represents and warrants to each of the Consenting Noteholder Supporting Shareholder (and each of the Companies acknowledges that the Consenting Noteholder Supporting Shareholder is relying upon such representations and warranties) that: (a) It the PNCC Board and the PNI Board, as applicable, have approved the transactions contemplated by the Recapitalization Transaction; (b) it (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Support Agreement; it (ii) has conducted its own analysis and made its own decision to enter in into this Agreement and Support Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and it (iv) has not relied in such analysis or decision on any Person person other than its own independent advisors; (bc) This this Support Agreement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by the Consenting Noteholderall Parties, this Support Agreement constitutes the a legal, valid and binding obligation of such Companyit, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (cd) It it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization Canada and has all necessary power and authority to execute and deliver this Support Agreement resulting from its acceptance hereof and, subject and to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated herebyperform its obligations hereunder; (de) The the execution and delivery of this Support Agreement by such Company it and the completion by it of the transactions contemplated herein do not and will not, to the best of the knowledge after due inquiry of the officers, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization (the "Relevant Company Personnel") not violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Company or any of its properties or assetsCompany; and (ef) To the best of to the knowledge after due inquiry of the Relevant Company Personnel, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against such Company or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on such Company’s ability officers who have been working directly on the Recapitalization Transaction, no representation or warranty of such Company contained in this Support Agreement contains any untrue statement of a material fact or omits to execute and deliver this Agreement and state a material fact necessary in order to consummate make the transactions contemplated by this Agreementstatements contained herein not misleading.

The Companies’ Representations and Warranties. Each of the Companies (except if the representation or warranty is applicable to PNCC only) hereby represents and warrants to Canso, for and on behalf of the Consenting Noteholder Managed Accounts, (and each of the Companies acknowledges that the Consenting Noteholder Canso is relying upon such representations and warranties) thatthat as of the date hereof: (a) It the PNCC Board and the PNI Board, as applicable, have: (i) approved the transactions contemplated by the Recapitalization Transaction; (ii) determined that such transactions are in the best interests of the applicable Company; and (iii) taken all necessary corporate action to authorize this Support Agreement; (b) it (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Support Agreement; it (ii) has conducted its own analysis and made its own decision to enter in into this Agreement and Support Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and it (iv) has not relied in such analysis or decision on any Person person other than its own independent advisors; (bc) This this Support Agreement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by the Consenting Noteholderall Parties, this Support Agreement constitutes the a legal, valid and binding obligation of such Companyit, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (cd) It it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization Canada and has all necessary power and authority to execute and deliver this Support Agreement resulting from its acceptance hereof and, subject and to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated herebyperform its obligations hereunder; (de) The the execution and delivery of this Support Agreement by such Company it and the completion by it of the transactions contemplated herein do not and will not, to the best of the knowledge after due inquiry of the officersits knowledge, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization (the "Relevant Company Personnel") violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Company or any of its properties or assets; andassets or result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under its certificate of incorporation, articles, bylaws or other constating documents; (ef) To the best of the knowledge after due inquiry of the Relevant Company Personnel, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against such Company it or any of its properties that, individually or in the aggregate, could reasonably be expected to have an a material adverse effect on such Company’s its ability to execute and deliver this Agreement Support Agreement, to perform its obligations hereunder and to consummate the Recapitalization Transaction; (g) all financial information that has been provided or made available to Canso and the Advisors by it, or any of its representatives, (i) has been prepared in good faith (and in the case of any financial statements forming part of such financial information, in accordance with the International Financial Reporting Standards) and (ii) fairly reflects in all material respects as of the dates thereof, its financial condition and the results of its operations; (h) since February 29, 2016, (i) there has not been any Material Adverse Change, and (ii) there are no material change reports relating to the Companies filed on a confidential basis with any securities commission which remain confidential; (i) it is conducting its business in substantial compliance with all applicable Laws and has not received any notice to the effect that, or has otherwise been advised that, it is not in substantial compliance with such Laws; (j) except as disclosed in the Information, it has no material liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) that have been incurred other than in the ordinary course of business and consistent with past practice; (k) except as disclosed in the Information, it is not aware of any material litigation or other claims commenced or threatened against it; (l) no order halting or suspending trading in its securities or prohibiting the sale of such securities has been issued to or is outstanding against it and no investigations or proceedings for such purpose are pending or threatened; (m) it has obtained all material permits, licenses and other authorizations which are required under all environmental Laws and it is in substantial compliance with the terms and conditions of such permits, licenses and authorizations; (n) it has filed all tax returns which are required to be filed, has paid or made provision for payment of all taxes which are due and payable; (o) except as disclosed in the Information, there are no “change of control” payments or similar payments or compensation that would be payable to any of its senior officers or to any other director, officer or employee of any of its subsidiaries or affiliates as a result of the implementation of the transactions contemplated by this AgreementSupport Agreement and the Recapitalization Transaction; (p) it has complied with its public reporting obligations under securities Laws in all material respects, and all documents filed with the relevant securities regulators: (i) complied with all applicable securities Laws in all material respects; and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (q) to the knowledge of such Company’s officers who have been working directly on the Recapitalization Transaction, (i) all of the material contracts to which it is a party are valid, binding and enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and (ii) except as otherwise contemplated by this Support Agreement and the transactions contemplated hereby, there is no existing (or threatened in writing) breach or default with respect to, nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a breach or default by it under, any of the material contracts to which it is a party; (r) PNCC is authorized to issue an unlimited number of Voting Shares and Variable Voting Shares, of which 2,342,355 Voting Shares and 278,839,490 Variable Voting Shares are issued and outstanding. PNCC has no other capital stock authorized or issued and outstanding; (s) PNCC’s shareholder rights plan shall not in any way interfere with the ability of the Parties to consummate the Recapitalization Transaction and, to the extent required, shall be waived with respect to the Recapitalization Transaction and/or the exchange of securities as contemplated by the Plan. Except as disclosed in the Information, there are no outstanding options, warrants, convertible securities or rights of any kind to purchase or otherwise acquire capital stock or other securities of the Companies; and (t) to the knowledge of such Company’s officers who have been working directly on the Recapitalization Transaction, no representation or warranty of such Company contained in this Support Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein not misleading.

The Companies’ Representations and Warranties. Each of the Companies (except if the representation or warranty is applicable to PNCC only) hereby represents and warrants to each of the Consenting Noteholder Supporting Second Lien Noteholders (and each of the Companies acknowledges that the Consenting each Supporting Second Lien Noteholder is relying upon such representations and warranties) thatthat as of the date hereof: (a) It the PNCC Board and the PNI Board, as applicable, have (i) approved the transactions contemplated by the Recapitalization Transaction; (ii) determined that such transactions are in the best interests of the applicable Company; and (iii) taken all necessary corporate action to authorize this Support Agreement; (b) it (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Support Agreement; it (ii) has conducted its own analysis and made its own decision to enter in into this Agreement and Support Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and it (iv) has not relied in such analysis or decision on any Person person other than its own independent advisors; (bc) This this Support Agreement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by the Consenting Noteholderall Parties, this Support Agreement constitutes the a legal, valid and binding obligation of such Companyit, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (cd) It it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization Canada and has all necessary power and authority to execute and deliver this Support Agreement resulting from its acceptance hereof and, subject and to the approval of the Plan by the court having jurisdiction over the Recapitalization Proceedings (the "Court"), to consummate the transactions contemplated herebyperform its obligations hereunder; (de) The the execution and delivery of this Support Agreement by such Company it and the completion by it of the transactions contemplated herein do not and will not, to the best of the knowledge after due inquiry of the officersits knowledge, partners and employees of such Company who have been involved in the discussions concerning the Recapitalization (the "Relevant Company Personnel") violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Company or any of its properties or assets; andassets or result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under its certificate of incorporation, articles, bylaws or other constating documents; (ef) To the best of the knowledge after due inquiry of the Relevant Company Personnel, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against such Company it or any of its properties that, individually or in the aggregate, could reasonably be expected to have an a material adverse effect on such Company’s its ability to execute and deliver this Agreement Support Agreement, to perform its obligations hereunder and to consummate the Recapitalization Transaction; (g) all financial information that has been provided or made available to the Supporting Second Lien Noteholders, their affiliates or their respective advisors by it, or any of its representatives, (i) has been prepared in good faith (and in the case of any financial statements forming part of such financial information, in accordance with the International Financial Reporting Standards) and (ii) fairly reflects in all material respects as of the dates thereof, its financial condition and the results of its operations; (h) since February 29, 2016, (i) there has not been any Material Adverse Change, and (ii) there are no material change reports relating to the Companies filed on a confidential basis with any securities commission which remain confidential; (i) it is conducting its business in substantial compliance with all applicable Laws and has not received any notice to the effect that, or has otherwise been advised that, it is not in substantial compliance with such Laws; (j) except as disclosed in the Information, it has no material liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) that have been incurred other than in the ordinary course of business and consistent with past practice; (k) except as disclosed in the Information, it is not aware of any material litigation or other claims commenced or threatened against it; (l) no order halting or suspending trading in its securities or prohibiting the sale of such securities has been issued to or is outstanding against it and no investigations or proceedings for such purpose are pending or threatened; (m) it has obtained all material permits, licenses and other authorizations which are required under all environmental Laws and it is in substantial compliance with the terms and conditions of such permits, licenses and authorizations; (n) it has filed all tax returns which are required to be filed, has paid or made provision for payment of all taxes which are due and payable; (o) except as disclosed in the Information, there are no “change of control” payments or similar payments or compensation that would be payable to any of its senior officers or to any other director, officer or employee of any of its subsidiaries or affiliates as a result of the implementation of the transactions contemplated by this AgreementSupport Agreement and the Recapitalization Transaction; (p) it has complied with its public reporting obligations under securities Laws in all material respects, and all documents filed with the relevant securities regulators: (i) complied with all applicable securities Laws in all material respects; and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (q) to the knowledge of such Company’s officers who have been working directly on the Recapitalization Transaction, (i) all of the material contracts to which it is a party are valid, binding and enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and (ii) except as otherwise contemplated by this Support Agreement and the transactions contemplated hereby, there is no existing (or threatened in writing) breach or default with respect to, nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a breach or default by it under, any of the material contracts to which it is a party; (r) PNCC is authorized to issue an unlimited number of Voting Shares and Variable Voting Shares, of which 2,342,355 Voting Shares and 278,839,490 Variable Voting Shares are issued and outstanding. PNCC has no other capital stock authorized or issued and outstanding; (s) PNCC’s shareholder rights plan shall not in any way interfere with the ability of the Parties to consummate the Recapitalization Transaction and, to the extent required, shall be waived with respect to the Recapitalization Transaction and/or the exchange of securities as contemplated by the Plan. Except as disclosed in the Information, there are no outstanding options, warrants, convertible securities or rights of any kind to purchase or otherwise acquire capital stock or other securities of the Companies; and (t) to the knowledge of such Company’s officers who have been working directly on the Recapitalization Transaction, no representation or warranty of such Company contained in this Support Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein not misleading.