Common use of Listing Statement Clause in Contracts

Listing Statement. (a) As soon as practicable following the execution of this Agreement, and in compliance with Applicable Laws (including Canadian Securities Laws) and the policies of the CSE, Libra and PowerStone shall cooperate in the preparation of the Listing Statement, in a form mutually acceptable to the Parties, acting reasonably. (b) Libra and PowerStone shall ensure that the Listing Statement complies in all material respects with all Applicable Laws (including Canadian Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement shall not contain any Misrepresentations (provided that Libra shall not be responsible for the accuracy of any information relating solely to PowerStone or SubCo and PowerStone shall not be responsible for the accuracy of any information relating solely to Libra). The Listing Statement shall be acceptable in form and substance to each of Libra and PowerStone, each acting reasonably. (c) PowerStone shall furnish all such PowerStone Information as may be reasonably required in the preparation of the Listing Statement and other documents related thereto, and PowerStone shall ensure that all PowerStone Information included in the Listing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the PowerStone Information will not contain a Misrepresentation, and, in that regard, the Listing Statement will set out the PowerStone Information in the form approved by PowerStone and the Libra Information in the form approved by Libra . (d) Libra shall furnish all such Libra Information as may be reasonably required in the preparation of the Listing Statement and other documents related thereto, and Libra shall ensure that all Libra Information included in the Listing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the Libra Information will not contain a Misrepresentation, and, in that regard, the Listing Statement will set out the Libra Information in the form approved by Libra and the PowerStone Information in the form approved by PowerStone. (e) Each Party shall promptly notify the other Parties if, at any time before the Closing, it becomes aware that the Listing Statement contains a Misrepresentation, or otherwise requires an amendment or supplement; and the Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and PowerStone shall, if required by the CSE or Applicable Law, file any amendment or supplement to the Listing Statement with the applicable securities regulatory authority and other Authorized Authority as required. (f) PowerStone shall indemnify and save harmless Libra and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Libra or its directors, officers, employees, advisors or agents may be subject or which Libra or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the PowerStone Information included in the Listing Statement or in any material filed by PowerStone in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the PowerStone Information included in the Listing Statement or in any material filed by or on behalf of PowerStone in compliance or intended compliance with Canadian Securities Laws, except that PowerStone shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on Libra Information included in the Listing Statement. (g) Libra shall indemnify and save harmless PowerStone and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which PowerStone or its directors, officers, employees, advisors or agents may be subject or which PowerStone or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the Libra Information included in the Listing Statement or in any material filed by Libra in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the Libra Information included in the Listing Statement or in any material filed by or on behalf of Libra in compliance or intended compliance with Canadian Securities Laws, except that Libra shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on the PowerStone Information included in the Listing Statement.

Listing Statement. (a) As soon as practicable following Promptly after the execution of this Agreement, the Company and in compliance Caracara jointly shall prepare and complete the Listing Statement together with any other documents required by the DGLC, the BCBCA, Applicable Laws (including Canadian Securities Laws) , including the rules and polices of the TSXV in connection with the Delisting and of the CSE in connection with the Acquisition and the policies Listing, and other applicable Laws, and Caracara shall, as promptly as reasonably practicable after obtaining the approval of the CSE, Libra and PowerStone shall cooperate in the preparation of the Listing Statement, in a form mutually acceptable to the Parties, acting reasonably. (b) Libra and PowerStone shall ensure that cause the Listing Statement complies to be filed on SEDAR. Caracara represents, warrants and covenants that the Caracara Meeting Materials and the Listing Statement will comply in all material respects with all Applicable applicable Laws (including Canadian Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Caracara Meeting Materials and the Listing Statement shall not contain any Misrepresentations untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that Libra Caracara shall not be responsible for the accuracy of any information relating solely to PowerStone the Company or SubCo the Resulting Issuer that is furnished in writing by the Company for inclusion in the Caracara Meeting Materials or the Listing Statement (collectively, the “Company Meeting Materials and PowerStone shall not be responsible for the accuracy of any information relating solely to LibraListing Statement Disclosure”). The Company represents and warrants that any Company Meeting Materials and Listing Statement shall be acceptable Disclosure will comply in form and substance to each of Libra and PowerStoneall material respects with all applicable Laws (including Applicable Securities Laws), each acting reasonably. (c) PowerStone shall furnish all such PowerStone Information as may be reasonably required in the preparation of the Listing Statement and other documents related thereto, and PowerStone shall ensure that all PowerStone Information included in the Listing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the PowerStone Information will Company Meeting Materials and Listing Statement Disclosure shall not contain any untrue statement of a Misrepresentationmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Company shall not be responsible for the information relating to the Caracara, and, Subco or the Resulting Issuer that is furnished in that regard, writing by Caracara or Subco for inclusion in the Listing Statement will set out the PowerStone Information in the form approved by PowerStone Statement). The Company, Caracara and the Libra Information in the form approved by Libra . (d) Libra their respective legal counsel shall furnish all such Libra Information as may be reasonably required in the preparation given a reasonable opportunity to review and comment on drafts of the Listing Statement Statement, the Caracara Meeting Materials and other documents related thereto, and Libra reasonable consideration shall ensure be given to any comments made by the Company, Caracara and their respective counsel, provided that all Libra Information information relating solely to Caracara and Subco included in the Listing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the Libra Information will not contain a Misrepresentation, and, in that regard, Caracara Meeting Materials and the Listing Statement will set out shall be in form and content satisfactory to Caracara, acting reasonably, and all information relating solely to the Libra Information Company included in the form approved by Libra Caracara Meeting Materials and the PowerStone Information Listing Statement shall be in form and content satisfactory to the form approved by PowerStone. (e) Each Party Company, acting reasonably. Caracara and the Company shall promptly notify the other Parties if, if at any time before the Closingdate of filing in respect of the Listing Statement, it either Party becomes aware that the Listing Statement contains an untrue statement of a Misrepresentationmaterial fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement; and the Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and PowerStone shall, if required by the CSE or Applicable Law, file any amendment or supplement to the Listing Statement and the Parties shall cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate. Each of Caracara and the Company covenants and agrees with the applicable securities regulatory authority other: except for non-substantive communications, it will furnish promptly to the other party, as applicable, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (A) the Merger; (B) any filings under Applicable Securities Laws; and (C) any dealings with any Government Agency in connection with the transactions contemplated herein; and will immediately notify the other Authorized Authority as required. (f) PowerStone shall indemnify and save harmless Libra and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Libra or its directors, officers, employees, advisors or agents may be subject or which Libra or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions Party of any statute legal or otherwisegovernmental action, in any way caused bysuit, investigation, injunction, complaint, action, suit, motion, judgement, regulatory investigation, regulatory proceeding or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the PowerStone Information included in the Listing Statement or in any material filed by PowerStone in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or similar proceeding by any securities commission Person, Government Agency or other competent authority based upon regulatory body, whether actual or threatened, with respect to the Acquisition or which could otherwise delay or impede the transactions contemplated hereby. Caracara represents, warrants, covenants and agrees with the Company that Caracara: prior to the Closing, will effect the Share Consolidation, Name Change and Share Amendment, subject to obtaining the requisite shareholder approval; and except for non-substantive communications, will furnish promptly to the Company a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (A) the Merger; (B) the Share Consolidation; (C) the Name Change; (D) the Share Reorganization; (E) the Resulting Issuer Equity Incentive Plan; (F) any untrue statement other Caracara Meeting Matters or omission or alleged untrue statement or omission matters in respect of a Material Fact or the Caracara Meeting (G) any Misrepresentation or any alleged Misrepresentation in the PowerStone Information included in the Listing Statement or in any material filed by or on behalf of PowerStone in compliance or intended compliance with Canadian filings under Applicable Securities Laws, except that PowerStone shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages ; and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on Libra Information included in the Listing Statement. (g) Libra shall indemnify and save harmless PowerStone and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which PowerStone or its directors, officers, employees, advisors or agents may be subject or which PowerStone or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (iH) any Misrepresentation or alleged Misrepresentation contained solely in the Libra Information included in the Listing Statement or in any material filed by Libra in compliance or intended compliance dealings with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation Government Agency in connection with the Libra Information included in the Listing Statement or in any material filed by or on behalf of Libra in compliance or intended compliance with Canadian Securities Laws, except that Libra shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on the PowerStone Information included in the Listing Statementtransactions contemplated herein.

Listing Statement. (a) As soon as reasonably practicable following after the execution of this Agreement, the Purchaser shall use commercially reasonable efforts to prepare the Listing Statement together with any other documents required by the rules and in compliance with Applicable Laws (including Canadian Securities Laws) and the policies of the CSE, Libra and PowerStone shall cooperate in the preparation of the Listing Statement, in a form mutually acceptable CSE with respect to the Parties, acting reasonablyobtaining CSE Approval. (b) Libra The Company will cooperate in the preparation, and PowerStone shall ensure that filing of the Listing Statement complies and will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Listing Statement pursuant to applicable Laws and the rules and policies of the CSE and any other documents related thereto. (c) The Company represents and warrants that any information or disclosure relating to Company that is furnished in writing by Company for inclusion in the Listing Statement will comply in all material respects with all Applicable applicable Laws (including Canadian Securities applicable securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement Statement, shall not contain any Misrepresentations (provided that Libra shall untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not be responsible for the accuracy of any information relating solely to PowerStone or SubCo and PowerStone shall not be responsible for the accuracy of any information relating solely to Libra). The Listing Statement shall be acceptable misleading in form and substance to each of Libra and PowerStone, each acting reasonably. (c) PowerStone shall furnish all such PowerStone Information as may be reasonably required in the preparation light of the Listing Statement and other documents related thereto, and PowerStone shall ensure that all PowerStone Information included circumstances in the Listing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the PowerStone Information will not contain a Misrepresentation, and, in that regard, the Listing Statement will set out the PowerStone Information in the form approved by PowerStone and the Libra Information in the form approved by Libra which they are made. (d) Libra shall furnish all such Libra Information as may be reasonably required in the preparation of the Listing Statement and other documents related thereto, and Libra shall ensure that all Libra Information included in the Listing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the Libra Information will not contain a Misrepresentation, and, in that regard, the Listing Statement will set out the Libra Information in the form approved by Libra and the PowerStone Information in the form approved by PowerStone. (e) Each Party The Company shall promptly notify the other Parties if, Purchaser if at any time before the Closingdate of filing in respect of the Listing Statement, it any Party becomes aware that the Listing Statement contains an untrue statement of a Misrepresentationmaterial fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement; and the Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and PowerStone shall, if required by the CSE or Applicable Law, file any amendment or supplement to the Listing Statement and the parties shall cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate. (e) The Company shall use commercially reasonable efforts to cooperate with the applicable securities regulatory authority and other Authorized Authority as required.Purchaser with respect to the application for CSE Approval, including assisting the Company with obtaining any escrow agreements with securityholders of the Company, if required by the CSE; (f) PowerStone shall indemnify and save harmless Libra and its directorsNotwithstanding anything else in this Agreement, officersthe Purchaser will not be required to pay or commit to pay any third party whose action, employeesagreement, advisors and agents from and against waiver, consent or approval is required with respect to such CSE Approval, including with respect to any and all liabilitiesrequired escrow agreement required by the CSE, claims, demands, losses, costs, damages and expenses (excluding any loss of profits cash or consequential damages) to which Libra or its directors, officers, employees, advisors or agents may be subject or which Libra or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused byother consideration, or arising, directly make any commitment or indirectly, from or in consequence of: (i) incur any Misrepresentation or alleged Misrepresentation contained solely in the PowerStone Information included in the Listing Statement or in any material filed by PowerStone in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission liability or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the PowerStone Information included in the Listing Statement or in any material filed by or on behalf of PowerStone in compliance or intended compliance with Canadian Securities Laws, except that PowerStone shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on Libra Information included in the Listing Statementobligation. (g) Libra shall indemnify and save harmless PowerStone and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which PowerStone or its directors, officers, employees, advisors or agents may be subject or which PowerStone or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the Libra Information included in the Listing Statement or in any material filed by Libra in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the Libra Information included in the Listing Statement or in any material filed by or on behalf of Libra in compliance or intended compliance with Canadian Securities Laws, except that Libra shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on the PowerStone Information included in the Listing Statement.

Listing Statement. (a) As soon as practicable following Promptly after the execution of this Agreement, the Purchaser and in compliance Danavation shall jointly prepare and complete the Listing Statement together with any other documents required by the BCBCA, Applicable Securities Laws (including Canadian Securities Laws) and other applicable laws and the rules and policies of the CSECSE in connection with the Listing, Libra and PowerStone shall cooperate in Purchaser shall, as promptly as reasonably practicable after obtaining the preparation approval of the Listing Statement, in a form mutually acceptable CSE as to the Parties, acting reasonablyfinal Listing Statement cause such final Listing Statement to be filed on SEDAR. (b) Libra The Purchaser represents and PowerStone shall ensure warrants that the Listing Statement complies will comply in all material respects with all Applicable Laws applicable laws (including Canadian Applicable Securities LawsLaw), and, without limiting the generality of the foregoing, that the Listing Statement shall not contain any Misrepresentations untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that Libra the Purchaser shall not be responsible for the accuracy of any information relating solely to PowerStone or SubCo and PowerStone shall not be responsible Danavation that is furnished in writing by Danavation for inclusion in the accuracy of any information relating solely to LibraListing Statement). The Listing Statement shall be acceptable in form and substance to each of Libra and PowerStone, each acting reasonably. (c) PowerStone shall furnish all such PowerStone Information as may be reasonably required Danavation represents and warrants that any information or disclosure relating to Danavation that is furnished in the preparation of the Listing Statement and other documents related thereto, and PowerStone shall ensure that all PowerStone Information included writing by Danavation for inclusion in the Listing Statement complies will comply in all material respects with all applicable laws (including Applicable Laws Securities Law), and, without limiting the generality of the foregoing, that the PowerStone Information will Listing Statement shall not contain any untrue statement of a Misrepresentation, and, material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that regard, Danavation shall not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing Statement will set out the PowerStone Information in the form approved by PowerStone and the Libra Information in the form approved by Libra Statement). (d) Libra Danavation, the Purchaser and their respective legal counsel shall furnish all such Libra Information as may be reasonably required in the preparation given a reasonable opportunity to review and comment on drafts of the Listing Statement and other documents related thereto, and Libra reasonable consideration shall ensure be given to any comments made by Danavation, the Purchaser and their respective counsel, provided that all Libra Information information relating solely to the Purchaser included in the Listing Statement complies with Applicable Laws andshall be in form and content satisfactory to the Purchaser, without limiting the generality of the foregoingacting reasonably, that the Libra Information will not contain a Misrepresentation, and, and all information relating solely to Danavation included in that regard, the Listing Statement will set out the Libra Information shall be in the form approved by Libra and the PowerStone Information in the form approved by PowerStonecontent satisfactory to Danavation, acting reasonably. (e) Each Party The Purchaser and Danavation shall promptly notify the each other Parties if, if at any time before the Closingdate of filing in respect of the Listing Statement, it either party becomes aware that the Listing Statement contains an untrue statement of a Misrepresentationmaterial fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement; and the Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and PowerStone shall, if required by the CSE or Applicable Law, file any amendment or supplement to the Listing Statement with and the applicable securities regulatory authority and other Authorized Authority as required. (f) PowerStone parties shall indemnify and save harmless Libra and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Libra or its directors, officers, employees, advisors or agents may be subject or which Libra or its directors, officers, employees, advisors or agents may suffer or incur, whether under cooperate in the provisions preparation of any statute amendment or otherwisesupplement to such documents, in any way caused byas the case may be, as required or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the PowerStone Information included in the Listing Statement or in any material filed by PowerStone in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the PowerStone Information included in the Listing Statement or in any material filed by or on behalf of PowerStone in compliance or intended compliance with Canadian Securities Laws, except that PowerStone shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on Libra Information included in the Listing Statementappropriate. (g) Libra shall indemnify and save harmless PowerStone and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which PowerStone or its directors, officers, employees, advisors or agents may be subject or which PowerStone or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the Libra Information included in the Listing Statement or in any material filed by Libra in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the Libra Information included in the Listing Statement or in any material filed by or on behalf of Libra in compliance or intended compliance with Canadian Securities Laws, except that Libra shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on the PowerStone Information included in the Listing Statement.

Listing Statement. (a) As soon promptly as practicable following the after execution of this Agreement, Inner Spirit and in compliance with Applicable Laws (including Canadian Securities Laws) and the policies of the CSE, Libra and PowerStone PubCo shall cooperate in the preparation of the Listing Statement, in a form mutually acceptable to the Parties, acting reasonably. (b) Libra and PowerStone shall ensure that the Listing Statement complies in all material respects with all Applicable Laws (including Canadian Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement shall not contain any Misrepresentations (provided that Libra shall not be responsible for the accuracy of any information relating solely to PowerStone or SubCo and PowerStone shall not be responsible for the accuracy of any information relating solely to Libra). The Listing Statement shall be acceptable in form and substance to each of Libra and PowerStone, each acting reasonably. (c) PowerStone shall furnish all such PowerStone Information as may be reasonably required in the preparation of prepare the Listing Statement and other documents related theretoshall, and PowerStone shall ensure that all PowerStone Information included in the Listing Statement complies with Applicable Laws andon a timely basis, without limiting the generality of the foregoing, that the PowerStone Information will not contain a Misrepresentation, and, in that regard, the Listing Statement will set out the PowerStone Information in the form approved by PowerStone and the Libra Information in the form approved by Libra . (d) Libra shall furnish all such Libra Information as may be reasonably required in the preparation of the Listing Statement and other documents related thereto, and Libra shall ensure that all Libra Information included in the Listing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the Libra Information will not contain a Misrepresentation, and, in that regard, the Listing Statement will set out the Libra Information in the form approved by Libra and the PowerStone Information in the form approved by PowerStone. (e) Each Party shall promptly notify the other Parties if, at any time before the Closing, it becomes aware that the Listing Statement contains a Misrepresentation, or otherwise requires an amendment or supplement; and the Parties shall use their reasonable commercial efforts to co-operate in the preparation of any such amendment or supplement as required or appropriateall other documents and filings and the seeking and obtaining of all approvals and other matters reasonably determined by Inner Spirit and PubCo to be necessary in connection with the Listing Statement, including CSE approval. Inner Spirit and PubCo shall ensure that the Listing Statement and other documents and approvals contemplated by this section 2.7 are prepared in compliance with, made and/or obtained in accordance with Securities Laws, the ABCA, CSE policies and all other applicable Laws. Inner Spirit agrees to prepare and make available to PubCo prospectus level disclosure with respect to Inner Spirit, prepared in accordance with Securities Laws, and, after review of, and PowerStone shallafter being provided an opportunity to comment on, if required by the Listing Statement, agrees to certify in a consent letter to PubCo and the CSE or Applicable Law, file any amendment or supplement to that the information in the Listing Statement with the applicable securities regulatory authority respect to Inner Spirit constitutes full, true and other Authorized Authority as required. (f) PowerStone plain disclosure. PubCo shall indemnify and save harmless Libra and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Libra or its directors, officers, employees, advisors or agents may be subject or which Libra or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the PowerStone Information included in submit the Listing Statement or to the CSE for review and approval, all in any material filed by PowerStone in compliance or intended compliance accordance with any Applicable Laws; and (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the PowerStone Information included in the Listing Statement or in any material filed by or on behalf of PowerStone in compliance or intended compliance with Canadian Securities Laws, except that PowerStone other applicable Laws and the requirements of any other regulatory authority having jurisdiction. Inner Spirit and PubCo each shall not use all reasonable commercial efforts to obtain and furnish the information required to be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on Libra Information included in the Listing Statement. (g) Libra shall indemnify and save harmless PowerStone and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which PowerStone or its directors, officers, employees, advisors or agents may be subject or which PowerStone or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained solely in the Libra . The Inner Spirit Information included for use in the Listing Statement or and information regarding PubCo for use in any material the Listing Statement, on both the date the Listing Statement is first provided to the CSE and on the date the Listing Statement has received CSE approval and is filed by Libra in compliance or intended compliance with any Applicable Laws; and (ii) any order made or any inquirythe securities regulatory authorities through SEDAR, investigation or proceeding by any securities commission or other competent authority based upon shall not contain any untrue statement or omission or alleged untrue statement or omission of a Material Fact 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 are made, not misleading and will comply in all material respects with all applicable requirements of law, and Inner Spirit and PubCo each agree to correct promptly any Misrepresentation or any alleged Misrepresentation in the Libra Information included such information provided by either of them for use in the Listing Statement or in any material filed by or on behalf of Libra in compliance or intended compliance with Canadian Securities Laws, except that Libra shall not be liable in which has ceased to meet such standard. In any such case event, PubCo shall prepare a supplement or amendment to the extent that any Listing Statement or such liabilitiesapplication or other document, claimsas required and as the case may be, demandsand, lossesif required, costs, damages shall cause the same to be filed with the relevant securities regulatory authorities and/or other Governmental Entity after Inner Spirit and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely its counsel and advisors and the CSE have had a reasonable opportunity to review and comment on the PowerStone Information included all such documentation and all such documentation is in the Listing Statementform and content reasonably satisfactory to Inner Spirit and PubCo as contemplated herein.