Common use of Certain Warranties and Representations Clause in Contracts

Certain Warranties and Representations. The Company and Subsidiary Jointly and severally represent and warrant to each Investor as follows: (a) The Company and Subsidiary are corporations duly organized, validly existing and in good standing under the laws of Delaware and British Columbia, respectively. Each such entity has all requisite corporate power and authority and is entitled to carry on its business as now being conducted and to own, lease or operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. Each such entity is duly qualified, licensed or domesticated and in good standing as a foreign corporation authorized to do business in the states listed in Section 1(a) of the disclosure schedule signed by the Company and delivered to Investor on the date hereof (the "Disclosure Schedule"). (b) Neither the execution, delivery nor performance of this Agreement by the Company or Subsidiary will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of such entity's articles of incorporation or by-laws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment or decree to which such entity is a party or by which it may be bound or affected. The Company and Subsidiary each have the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by them or their stockholders to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken and this Agreement constitutes a valid and binding obligation of the Company and Subsidiary, except as may be limited by bankruptcy and similar laws affecting creditors generally. (c) Except as set forth in Section 1(c) of the Disclosure Schedule, the total number of outstanding shares of capital stock of the Company was as set forth in the Company's Report on SEC Form 10-Q for the quarter ended June 30, 2002 (the "10-Q"). Except as set forth in the 10Q or in the Disclosure Schedule, there are no options to purchase shares of capital stock of the Company or agreements or understandings (whether or not binding) whereby the Company is obligated to issue or transfer any shares or any interest therein, and no person or entity made any claim for any such shares or interest. No person has any preemptive right or right of first refusal or similar right to purchase any securities of the Company. (d) SEC Documents; Financial Statements.

Certain Warranties and Representations. The Company 17.1. DS warrants and Subsidiary Jointly and severally represent and warrant represents to each Investor as followsRX that: (a) The Company a. DS is, and Subsidiary are corporations at all times while a Joint Venturer under this Agreement shall be, a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Arizona; and British Columbiathat DS has and, respectively. Each such entity has at all requisite corporate times while a Joint Venturer under this Agreement shall have, the power and authority and is entitled to carry on its business as now being conduct all of the activities conducted by it and to ownbe conducted by it under this Agreement, lease and b. DS has the power and authority to execute, seal and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to take all other actions required to be taken pursuant to the provisions of this Agreement; and this Agreement is valid and binding upon DS in accordance with its terms. Neither the execution, sealing and delivering of this Agreement nor the consummation of the transactions hereby contemplated will constitute any violation or operate its properties as breach of the articles of incorporation or the bylaws of DS or any provision of any contract, document or instrument to which DS is a party, to which DS is bound, or by which any of the assets or property of DS may be affected or secured, or any order, writ, injunction, decree, statute, rule or regulation. 17.2. RX warrants and in the places where such business is now conducted represents to DS that: a. RX is, and such properties are now ownedat all times while a Joint Venturer under this Agreement shall be, leased or operated. Each such entity is a corporation duly qualifiedorganized, licensed or domesticated validly existing and in good standing as a foreign corporation authorized to do business in under the states listed in Section 1(a) laws of the disclosure schedule signed State of Texas; and that RX has and, at all times while a Joint Venturer under this Agreement shall have, the power and authority to conduct all of the activities conducted by it and to be conducted by it under this Agreement; and b. RX has the Company power and delivered authority to Investor on execute, seal and deliver this Agreement, to consummate the date hereof (transactions contemplated by this Agreement and to take all other actions required to be taken pursuant to the "Disclosure Schedule"). (b) provisions of this Agreement; and this Agreement is valid and binding upon RX in accordance with its terms. Neither the execution, delivery nor performance sealing and delivering of this Agreement by nor the Company consummation of the transactions hereby contemplated will constitute any violation or Subsidiary will, with or without breach of the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of such entity's articles of incorporation or by-laws the bylaws of RX or any franchiseprovision of any contract, mortgagedocument or instrument to which RX is a party, deed by which RX is bound, or by which any of trustthe assets or property of RX may be affected or secured, lease, license, agreement, understanding, law, rule or regulation or any order, judgment writ, injunction, decree, statute, rule or decree to which such entity is a party or by which it may be bound or affected. The Company and Subsidiary each have the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by them or their stockholders to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken and this Agreement constitutes a valid and binding obligation of the Company and Subsidiary, except as may be limited by bankruptcy and similar laws affecting creditors generallyregulation. (c) Except as set forth in Section 1(c) of the Disclosure Schedule, the total number of outstanding shares of capital stock of the Company was as set forth in the Company's Report on SEC Form 10-Q for the quarter ended June 30, 2002 (the "10-Q"). Except as set forth in the 10Q or in the Disclosure Schedule, there are no options to purchase shares of capital stock of the Company or agreements or understandings (whether or not binding) whereby the Company is obligated to issue or transfer any shares or any interest therein, and no person or entity made any claim for any such shares or interest. No person has any preemptive right or right of first refusal or similar right to purchase any securities of the Company. (d) SEC Documents; Financial Statements.