Common use of Covenants of the Subscriber Clause in Contracts

Covenants of the Subscriber. The Subscriber agrees with the Company that: (i) For so long as the Subscriber owns Shares, the Subscriber shall, upon request, disclose to the Company such information with respect to direct or indirect holdings of such Shares as the Company deems necessary to comply with provisions of the Internal Revenue Code of 1986 applicable to the Company, to comply with requirements of any other appropriate taxing authority, or to comply with the provisions of the 1940 Act, as any of said laws may be amended from time to time. (ii) The Subscriber, if an ▇▇▇ or an ERISA Plan, will furnish to the Company promptly upon its request the information called for by applicable "prohibited transaction" regulations of the Department of Labor and any other information with respect to Subscriber's parties in interest as the Company may reasonably require. (iii) The Subscriber will indemnify and hold the Company harmless from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of the Subscriber in this Agreement or any other document furnished by it to the Company. (iv) The Subscriber acknowledges that the Company has the exclusive right and unilateral discretion and authority to accept the subscription agreement from Subscriber and may refuse to do so if: (a) it deems Subscriber does not meet the minimum suitability requirements for this Offering; (b) the Offering has been closed and there are no Shares to fulfill Subscriber's subscription purchase; and (c) any other reasonable and justifiable basis to withhold the subscription agreement from being fulfilled on the part of the Company in issuing Shares to Subscriber. In the event of any of the foregoing instances, subscriber will be promptly notified in writing by the Company of the reasons for why it cannot accept the submitted subscription agreement from Subscriber and will promptly refund any funds submitted by Subscriber via company check to the Subscriber's address as provided in the subscription agreement within 5 business days of such notification.

Covenants of the Subscriber. The In connection with the Subscription and the issuance of Common Shares hereunder, the Subscriber covenants and agrees with the Company Corporation that: (a) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber shall execute, deliver and file or assist the Corporation in obtaining and filing such reports, undertakings and other documents relating to its subscription as may be required; (b) the Subscriber, if it decides to offer, sell or otherwise transfer all or any part of the Common Shares, will not offer, sell or otherwise transfer any of such securities (other than pursuant to an effective registration statement under the US Securities Act and in compliance with all applicable state and provincial securities laws), directly or indirectly, unless: (i) For so long as the Subscriber owns Shares, the Subscriber shall, upon request, disclose sale is to the Company such information with respect to direct or indirect holdings of such Shares as the Company deems necessary to comply with provisions of the Internal Revenue Code of 1986 applicable to the Company, to comply with requirements of any other appropriate taxing authority, or to comply with the provisions of the 1940 Act, as any of said laws may be amended from time to time.Corporation; or (ii) The Subscriber, if an ▇▇▇ the sale is made outside the United States in accordance with the requirements of Rule 903 or an ERISA Plan, will furnish to Rule 904 of Regulation S under the Company promptly upon its request the information called for by applicable "prohibited transaction" regulations of the Department of Labor and any other information with respect to Subscriber's parties in interest as the Company may reasonably require.US Securities Act; or (iii) The the sale is made pursuant to the exemption from registration under the US Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws; or (iv) the sale is made pursuant to another exemption from registration under the US Securities Act and any applicable state securities laws, and in each case the sale is made in compliance with all applicable state and provincial securities laws; provided that in the case of subparagraphs (iii) or (iv), a written opinion of legal counsel reasonably satisfactory to the Corporation is addressed and provided to the Corporation, to the effect that the proposed transfer may be effected without registration under the US Securities Act or any applicable state securities laws; and (c) the Subscriber will indemnify and hereby agrees to hold the Company Corporation and its directors, officers, employees, affiliates, controlling persons and agents and their respective officers, directors, employees, counsel, controlling persons and agents, and their respective heirs, representatives, successors and assigns harmless from and to indemnify them against any all liabilities, costs and all loss, damage or liability due to or arising out expenses incurred by them as a result of a material false breach of any representation or warranty of or failure by the Subscriber to comply with any material covenant made by the Subscriber in this Subscription Agreement (including Schedule A and B attached hereto) or any other document furnished by it the Subscriber to the Company. (iv) The Subscriber acknowledges that the Company has the exclusive right and unilateral discretion and authority to accept the subscription agreement from Subscriber and may refuse to do so if: (a) it deems Subscriber does not meet the minimum suitability requirements for this Offering; (b) the Offering has been closed and there are no Shares to fulfill Subscriber's subscription purchase; and (c) any other reasonable and justifiable basis to withhold the subscription agreement from being fulfilled on the part of the Company in issuing Shares to Subscriber. In the event of any of the foregoing instances, subscriber will be promptly notified in writing by the Company of the reasons for why it cannot accept the submitted subscription agreement from Subscriber and will promptly refund any funds submitted by Subscriber via company check to the Subscriber's address as provided in the subscription agreement within 5 business days of such notificationconnection with this transaction.