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

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 11.1. Agent is a corporation duly incorporated and existing under the laws Canada. Agent is not registered with the Securities Exchange Commission and is not a member. The Agent will not offer the securities in the U.S. or to citizens or residents of the U.S. 11.2. Agent understands and acknowledges that the Securities are not being registered under the Act, and that the Offering is to be conducted pursuant to Regulation D, Section 4(2) of the Act, or Regulation S, and that the Company is not making the disclosures required for offerings to purchasers other than accredited investors. Accordingly, in conducting its activities under this Agreement, Agent shall offer Securities only to "accredited investors," as defined in Regulation D.