Common use of Representations and Warranties of the Agent Clause in Contracts

Representations and Warranties of the Agent. The Agent represents, warrants and covenants to and with the Corporation that: (a) it is a valid and subsisting corporation and in good standing under the law of the jurisdiction in which it was incorporated; (b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (c) this Agreement has been authorized, executed and delivered by the Agent and constitutes a valid and legally binding obligation of the Agent enforceable against the Agent in accordance with the terms hereof, except in any case as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (d) it is a broker registered under the Securities Laws; and (e) it will sell the Offered Units in compliance with the Securities Laws.

Representations and Warranties of the Agent. The Agent represents, warrants and covenants to and with the Corporation Company that: (a) it is a valid and subsisting corporation and in good standing under the law of the jurisdiction in which it was incorporated; (b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (c) this Agreement has been authorized, executed and delivered by the Agent and constitutes a valid and legally binding obligation of the Agent enforceable against the Agent in accordance with the terms hereof, except in any case as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (d) it is a broker registered under the Securities Laws; and (e) it will sell the Offered Units Shares in compliance with the Securities Laws.

Representations and Warranties of the Agent. The Agent represents, warrants and covenants to and with the Corporation that:that:‌ (a) it is a valid and subsisting corporation and in good standing under the law of the jurisdiction in which it was incorporated; (b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (c) this Agreement has been authorized, executed and delivered by the Agent and constitutes a valid and legally binding obligation of the Agent enforceable against the Agent in accordance with the terms hereof, except in any case as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (d) it is a broker registered under the Securities Laws; andand‌ (e) it will sell the Offered Units in compliance with the Securities Laws.

Representations and Warranties of the Agent. The Agent represents, warrants and covenants to and with the Corporation that: (a) it is a valid and subsisting corporation and in good standing under the law of the jurisdiction in which it was incorporated; (b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (c) this Agreement has been authorized, executed and delivered by the Agent and constitutes a valid and legally binding obligation of the Agent enforceable against the Agent in accordance with the terms hereof, except in any case as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (d) it is a broker registered under the Securities Laws; and (e) it will sell the Offered Units Shares in compliance with the Securities Laws.

Representations and Warranties of the Agent. The Agent represents, warrants and covenants to and with the Corporation thatthat the Agent: (a) it is a valid and subsisting corporation corporation, duly incorporated and in good standing under the law of the jurisdiction in which it was incorporated; (b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (c) this Agreement has been authorized, executed and delivered by the Agent and constitutes a valid and legally binding obligation of the Agent enforceable against the Agent in accordance with the terms hereof, except in any case as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;Applicable Law. (d) it will not make any representation or warranty with respect to the Corporation other than as set forth in this Agreement, and the Offering Documents without the prior approval of the Corporation; (e) is a broker dealer registered under the Securities LawsLaws in each of the Qualifying Jurisdictions; and (ef) it has complied with and fulfilled and will sell the Offered Units in comply with and fulfil all legal requirements (including, without limitation, compliance with the applicable Securities Laws) to be fulfilled by it to act as the Corporation’s agent in undertaking the Offering in the Qualifying Jurisdictions.

Representations and Warranties of the Agent. The Agent representshereby represents and warrants to the Corporation, warrants and covenants to and with acknowledges that the Corporation is relying upon such representations and warranties in entering into the transactions contemplated hereby and by the Subscription Agreements that: (a) it is a valid is, and subsisting corporation and in good standing will remain so, until the completion of the Offering, appropriately registered under the law of the jurisdiction in which Securities Laws so as to permit it was incorporatedto lawfully fulfil its obligations hereunder; (b) it has good and sufficient right all requisite corporate power and authority to enter into this Agreement and complete to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;; and (c) this Agreement has been duly authorized, executed and delivered by the Agent and constitutes a legal, valid and legally binding obligation of the Agent enforceable against the Agent it in accordance with the terms hereofits terms, except in any case as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, sought and by the fact that except as rights to indemnity, indemnity and contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable lawlaws; (d) it is a broker registered under the Securities Laws; and (e) it will sell the Offered Units in compliance with the Securities Laws.