Common use of REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. 3.1 Representations and Warranties In order to induce the Vendor to enter ------------------------------ into and to consummate the transactions contemplated by this Agreement, the Purchaser hereby represents and warrants to the Vendor that: (a) The Purchaser is: (i) is a company duly incorporated as a Corproation under the laws of New York; (ii) is duly organized, validly exists and is in good standing under the laws of its jurisdiction of incorporation; (iii) has the full power, authority, right and capacity to execute and deliver this Agreement, to complete the transactions contemplated hereby and to duly observe and perform all of its covenants and obligations herein set forth; (b) The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser and this Agreement constitutes a valid and binding obligation of the Purchaser; (c) The Purchaser is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result of the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of any of the terms hereof; and the Purchaser covenants, represents and warrants with and in favour of the Vendor that all of the representations and warranties set forth in this Section 3.1 shall be true and correct at the Closing Time as if made at that time. 3.2 Survival The representations and warranties of the Purchaser contained -------- in this Agreement shall survive the Closing and the purchase of the Shares and, notwithstanding the Closing and the purchase of the Shares, the representations and warranties of the Purchaser shall continue in full force and effect for the benefit of the Vendor for a period of one year from the Closing Date. 3.3 Reliance The Purchaser acknowledges and agrees that the Vendor have -------- entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Vendor, and that no information which is now known or should be known or which may hereafter become known to the Vendor, or their professional advisers, shall limit or extinguish the right to identification hereunder.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. 3.1 Representations The Purchaser and Warranties In order to induce the Vendor to enter ------------------------------ into Parent solidarily represent and to consummate the transactions contemplated by this Agreement, the Purchaser hereby represents and warrants warrant to the Vendor thatVendors as follows, and acknowledge and confirm that the Vendors are relying on the representations and warranties contained herein in connection with the sale of by the Vendors of the Shares and the issuance by Parent of the Consideration Shares: (a) The Purchaser is: (i) Parent is a company corporation duly incorporated as a Corproation under the laws of New York; (ii) is duly organizedincorporated, validly exists organized and is subsisting in good standing under the laws of its jurisdiction The Commonwealth of incorporation; (iii) has Massachusetts; and the full powerPurchaser is a corporation duly incorporated, authorityorganized and subsisting in good standing under the laws of the Province of British Columbia, right and capacity to execute and deliver this Agreement, to complete the transactions contemplated hereby and to duly observe and perform all Canada. The Purchaser is a wholly-owned subsidiary of its covenants and obligations herein set forthParent; (b) Each of the Parent and the Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by it hereunder; (c) The authorized capital stock of Parent consists of 1,000,000 shares of preferred stock, $.01 par value per share, 300,000,000 shares of common stock, $.01 par value per share, of which 162,229,475 shares of common stock are the only issued and outstanding shares of the capital stock of Parent as of February 24, 2009; (d) At the Time of Closing, all necessary corporate action will have been taken by Parent to validly create and issue the Consideration Shares and to register such shares with Parent’s transfer agent in the names of the Vendors, the ViroChem Employees and the ESOP Holders; (e) When issued in accordance with this Agreement, the Consideration Shares will be validly issued, fully paid and non-assessable and, subject to Section 2.03(1) and the Holdback Escrow Agreement or the Escrow Agreement, issued in the name of the applicable Vendor, ViroChem Employee and ESOP Holder; (f) Upon effectiveness of the Shelf Registration Statement, the Consideration Shares registered thereby will be freely tradable in the United States without restrictions on transfer and will not be subject to any hold period or escrow conditions except as provided in the Registration Rights Agreement, the Holdback Escrow Agreement and the Escrow Agreement; (g) Parent has filed or furnished to the SEC all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished, as applicable, by it with the SEC since January 1, 2008 (the “SEC Reports”). All reports and disclosure documents filed by Parent with the SEC, as of their respective dates, complied to form in all material respects with the requirements of Applicable Law and did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstance under which these were made, not misleading. The financial statements contained in the SEC Reports were prepared in accordance with U.S. generally acceptable accounting principles consistently applied and present fairly the consolidated financial position and results of operations of the Purchaser and its subsidiaries for the periods and as of the dates specified therein. Since December 31, 2008, there has not been any material change to the business of Parent except to the extent required to be disclosed and so disclosed in the SEC Reports; (h) This Agreement constitutes a valid and legally binding obligation of each of the Purchaser and Parent, enforceable against each of the Purchaser and Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court; (i) Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Purchaser or the Parent will result in a violation of: (i) any of the provisions of the constating documents or by-laws of the Purchaser or the Parent; (ii) any agreement or other instrument to which the Purchaser or the Parent is a party or by which the Purchaser or the Parent is bound, except as could not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; or (iii) any Applicable Law in respect of which the Purchaser or the Parent must comply, except as could not reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (j) No approval, order or consent of, waiver from or filing with any Governmental Authority (including under the Investment Canada Act) is required on the part of the Purchaser or the Parent in connection with the execution and delivery of this Agreement has been duly authorized by all necessary corporate action on or the part consummation of the Purchaser transactions contemplated hereunder, other than post-transaction securities law and this Agreement constitutes a valid and binding obligation of other filings which are due following the PurchaserClosing Date; (ck) The Purchaser Parent currently has on hand sufficient immediately available funds and will on the Closing Date have sufficient immediately available funds to pay the Purchase Price; and (l) The Parent is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result WTO investor within the meaning of the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of any of the terms hereof; and the Purchaser covenants, represents and warrants with and in favour of the Vendor that all of the representations and warranties set forth in this Section 3.1 shall be true and correct at the Closing Time as if made at that timeInvestment Canada Act. 3.2 Survival The representations and warranties of the Purchaser contained -------- in this Agreement shall survive the Closing and the purchase of the Shares and, notwithstanding the Closing and the purchase of the Shares, the representations and warranties of the Purchaser shall continue in full force and effect for the benefit of the Vendor for a period of one year from the Closing Date. 3.3 Reliance The Purchaser acknowledges and agrees that the Vendor have -------- entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Vendor, and that no information which is now known or should be known or which may hereafter become known to the Vendor, or their professional advisers, shall limit or extinguish the right to identification hereunder.