Common use of Representations of the Parent Clause in Contracts

Representations of the Parent. The Parent hereby represents, warrants and covenants in favour of the Holders as follows: (a) it is a corporation existing under the laws of the Province of British Columbia and has the requisite power and authority to own, lease and operate its properties and to conduct its business; (b) it has all requisite legal and corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) it has duly authorized, executed and delivered this Agreement, and, upon acceptance by the Investors, this Agreement will constitute a valid and binding agreement of the Parent, enforceable against the Parent in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies; (d) no consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any Governmental Entity or other Person is required for the execution, delivery or performance of this Agreement by the Parent; (e) neither the entering into, delivery or performance of this Agreement nor the completion of the transactions contemplated in hereby, in the LLC Agreement or any other Transaction Agreement, in each case, by the Parent will: (i) conflict with or result in the violation or breach of any of the provisions of the articles or by-laws of the Parent, (ii) conflict with, or result in a breach or violation of any of the terms of, or constitute a default under, or result in the creation or imposition of any lien or right of any other Person upon any assets of the Parent pursuant to any agreement or other instrument to which the Parent is a party or by which the Parent is bound or to which any of the assets of the Parent is subject, or (iii) result in the violation of any law applicable to the Parent; (f) any Common Shares deliverable upon exchange of the Preferred Units pursuant to the LLC Agreement and the terms hereof will be duly authorized and validly issued as fully paid and non-assessable, free and clear of any liens, claims, rights or encumbrances, other than those arising under law; (g) it has reserved for issuance and will, at all times while any Preferred Units are outstanding, keep available, free from pre-emptive and other rights granted by the Parent, such number of Common Shares as are deliverable upon exchange of the outstanding Preferred Units pursuant to the LLC Agreement and the terms hereof; and (h) it will make such filings and take such other reasonable commercial steps as may be necessary in order that the Common Shares deliverable upon exchange of the Preferred Units will be approved for listing and posted for trading on the TSXV or any Stock Exchange on which the Common Shares then trade, on the date of issuance of such Common Shares.

Representations of the Parent. The Parent hereby represents, warrants represent and covenants in favour of warrant to Sub the Holders as followsfollowing: (a) it Parent is a corporation duly organized, validly existing and in good standing under the laws of the Province State of British Columbia and has the requisite Nevada, with full power and authority to own, lease lease, use and operate its properties and to conduct carry on its business;business as and where now owned, leased, used, operated and conducted. (b) it Parent has all requisite the absolute and unrestricted right, power, legal and corporate power capacity and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder; (c) it has duly authorizedunder this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, when executed and delivered this Agreementby Sub, and, upon acceptance by the Investors, this Agreement will constitute be a valid and binding agreement obligation of the Parent, enforceable against the Parent it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies;. (dc) no consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any Governmental Entity or other Person is required for Neither the execution, execution and delivery or performance of this Agreement by the Parent; (e) neither the entering intoAgreement, delivery or performance of this Agreement nor the completion consummation of the transactions contemplated in hereby, in the LLC Agreement or any other Transaction Agreement, in each case, by the Parent will: (i) conflict with or result in the violation or breach of any of the provisions of the articles or by-laws of the Parent, (ii) will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any of the terms ofinstrument, contract or constitute a default under, or result in the creation or imposition of any lien or right of any other Person upon any assets of the Parent pursuant to any agreement or other instrument to which the Parent is a party or by which the it is bound, or (ii) any law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Parent is bound or to which any its assets or properties. (d) The Assigned Assets constitute all of the assets of the Parent. Parent is subject, or (iii) result in the violation sole owner of any law applicable the Assigned Assets and has good and marketable title to the Parent; (f) any Common Shares deliverable upon exchange of the Preferred Units pursuant to the LLC Agreement and the terms hereof will be duly authorized and validly issued as fully paid and non-assessableAssigned Assets, free and clear of any liens, pledges, hypothecations, charges, adverse claims, rights options, preferential arrangements or encumbrancesrestrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other than those arising under law;exercise of any attributes of ownership. Upon the consummation of the transactions contemplated hereby, the Parent will have no assets. (ge) it has reserved for issuance and will, at all times while any Preferred Units are outstanding, keep available, free from pre-emptive and other rights granted by The Liabilities constitute the Parent, such number only liabilities of Common Shares as are deliverable upon exchange Parent relating to the Assigned Assets. Upon the consummation of the outstanding Preferred Units pursuant transactions contemplated hereby, the Parent will have no liabilities with respect to the LLC Agreement and the terms hereof; and (h) it will make such filings and take such other reasonable commercial steps as may be necessary in order that the Common Shares deliverable upon exchange of the Preferred Units will be approved for listing and posted for trading on the TSXV or any Stock Exchange on which the Common Shares then trade, on the date of issuance of such Common SharesAssigned Assets.

Representations of the Parent. The Parent hereby represents, warrants represent and covenants in favour of warrant to Sub the Holders as followsfollowing: (a) it Parent is a corporation duly organized, validly existing and in good standing under the laws of the Province State of British Columbia and has the requisite Nevada, with full power and authority to own, lease lease, use and operate its properties and to conduct carry on its business;business as and where now owned, leased, used, operated and conducted. (b) it Parent has all requisite the absolute and unrestricted right, power, legal and corporate power capacity and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder; (c) it has duly authorizedunder this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, when executed and delivered this Agreementby Sub, and, upon acceptance by the Investors, this Agreement will constitute be a valid and binding agreement obligation of the Parent, enforceable against the Parent it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies;. (dc) no consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any Governmental Entity or other Person is required for Neither the execution, execution and delivery or performance of this Agreement by the Parent; (e) neither the entering intoAgreement, delivery or performance of this Agreement nor the completion consummation of the transactions contemplated in hereby, in the LLC Agreement or any other Transaction Agreement, in each case, by the Parent will: (i) conflict with or result in the violation or breach of any of the provisions of the articles or by-laws of the Parent, (ii) will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any of the terms ofinstrument, contract or constitute a default under, or result in the creation or imposition of any lien or right of any other Person upon any assets of the Parent pursuant to any agreement or other instrument to which the Parent is a party or by which the it is bound, or (ii) any law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Parent is bound or to which any its assets or properties. (d) The Assigned Assets constitute all of the assets of the Parent. Parent is subject, or (iii) result in the violation sole owner of any law applicable the Assigned Assets and has good and marketable title to the Parent; (f) any Common Shares deliverable upon exchange of the Preferred Units pursuant to the LLC Agreement and the terms hereof will be duly authorized and validly issued as fully paid and non-assessableAssigned Assets, free and clear of any liens, pledges, hypothecations, charges, adverse claims, rights options, preferential arrangements or encumbrancesrestrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other than those arising under law;exercise of any attributes of ownership. Upon the consummation of the transactions contemplated hereby, the Parent will have no assets. (ge) it has reserved for issuance and will, at The Liabilities constitute all times while any Preferred Units are outstanding, keep available, free from pre-emptive and other rights granted by liabilities of Parent. Upon the Parent, such number of Common Shares as are deliverable upon exchange consummation of the outstanding Preferred Units pursuant to transactions contemplated hereby, the LLC Agreement and the terms hereof; and (h) it Parent will make such filings and take such other reasonable commercial steps as may be necessary in order that the Common Shares deliverable upon exchange of the Preferred Units will be approved for listing and posted for trading on the TSXV or any Stock Exchange on which the Common Shares then trade, on the date of issuance of such Common Shareshave no liabilities.