Common use of OPINIONS AND CERTIFICATES Clause in Contracts

OPINIONS AND CERTIFICATES. 10.1 Prior to the Effective Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a long form comfort letter of the auditor of the Corporation, dated as of the date of the Prospectus (final) and addressed to the Agent and its counsel, relating to the accuracy of the Financial Statements and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus (the "Auditors' Comfort Letter"). 10.2 On the Closing Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) an opinion of counsel for the Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Offered Common Shares and the distribution of the Agent’s Warrants and other matters contemplated by the Offering and the Prospectus for which the Agent may reasonably request an opinion (the "Legal Opinion"); (b) a certificate of the Corporation, dated as of the Closing Date, addressed to the Agent and its counsel and signed by the chief executive officer and the chief financial officer of the Corporation or by such other officers approved by the Agent, certifying certain facts relating to the Corporation and its affairs (the "Officers' Certificate"); and (c) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 10.3 No later than the day prior to the Closing Date the Corporation will provide the Agent and its counsel with evidence of the necessary approval of the Securities Commissions for the Offering.

OPINIONS AND CERTIFICATES. 10.1 Prior to the Effective Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a long form comfort letter of the auditor of the Corporation, dated as of the date of the Prospectus (final) and addressed to the Agent and its counsel, relating to the accuracy of the Financial Statements and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus (the "Auditors' Comfort Letter"). 10.2 On the Closing Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) an opinion of counsel for the Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Offered Common Shares and the distribution of the Agent’s Warrants Options and other matters contemplated by the Offering and the Prospectus for which the Agent may reasonably request an opinion (the "Legal Opinion"); (b) a certificate of the Corporation, dated as of the Closing Date, addressed to the Agent and its counsel and signed by the chief executive officer and the chief financial officer of the Corporation or by such other officers approved by the Agent, certifying certain facts relating to the Corporation and its affairs (the "Officers' Certificate"); (c) a bring-down comfort letter of the auditor of the Corporation, dated as of the Closing Date, addressed to the Agent and its counsel, updating the information contained in the Auditor’s Comfort Letter (the “Auditor’s Bring-Down Comfort Letter”); and (cd) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 10.3 No later than the day prior to the Closing Date the Corporation will provide the Agent and its counsel with evidence of the necessary approval of the Securities Commissions for the Offering.

OPINIONS AND CERTIFICATES. 10.1 Prior to the Effective Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a long form comfort letter of the auditor of the Corporation, dated as of the date of the Prospectus (final) and addressed to the Agent and its counsel, relating to the accuracy of the Financial Statements and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus (the "Auditors' Comfort Letter"). 10.2 On the Closing Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) an opinion of counsel for the Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Offered Common Shares and the Over-Allotment Shares and the distribution of the Agent’s Warrants and other matters contemplated by the Offering and the Prospectus for which the Agent may reasonably request an opinion (the "Legal Opinion"); (b) a certificate of the Corporation, dated as of the Closing Date, addressed to the Agent and its counsel and signed by the chief executive officer and the chief financial officer of the Corporation or by such other officers approved by the Agent, certifying certain facts relating to the Corporation and its affairs (the "Officers' Certificate"); and (c) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 10.3 No later than the day prior to the Closing Date the Corporation will provide the Agent and its counsel with evidence of the necessary approval of the Securities Commissions for the Offering.

OPINIONS AND CERTIFICATES. ‌‌ 10.1 Prior to the Effective Date, the Corporation will deliver the following documents to the Agent and its counsel (in a form acceptable to them: (athem acting reasonably) a long form comfort letter of the auditor of the Corporation, dated as of the date of the Prospectus (final) and addressed to the Agent and its counsel, relating to the accuracy of the Financial Statements and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus (the "“Auditors' ’ Comfort Letter"”). 10.2 On the Closing Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them, acting reasonably: (a) an opinion of counsel for the Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Offered Common Shares and the distribution of the Agent’s Warrants Options and other matters contemplated by the Offering and the Prospectus for which the Agent may reasonably request an opinion (the "“Legal Opinion"”); (b) a certificate of the Corporation, dated as of the Closing Date, addressed to the Agent and its counsel and signed by the chief executive officer and the chief financial officer of the Corporation or by such other officers approved by the Agent, certifying certain facts relating to the Corporation and its affairs (the "“Officers' ’ Certificate"”); (c) a bring-down comfort letter of the auditor of the Corporation, dated as of the Closing Date, addressed to the Agent and its counsel, updating the information contained in the Auditor’s Comfort Letter (the “Auditors’ Bring-Down Comfort Letter”); and (cd) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 10.3 No later than the day prior to the Closing Date the Corporation will provide the Agent and its counsel with evidence of a Final Receipt to the necessary approval of the Securities Commissions for the OfferingCorporation’s Prospectus.