Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents, warrants and covenants to the Assignee that: (a) the Assignor has not previously assigned, released, postponed, discharged or encumbered the Indebtedness in whole or in part; (b) the Assignor has the legal right and authority to convey to the Assignee all of its right, title and interest in and to the Indebtedness; (c) the Assignor holds no security for the payment of the Indebtedness; (d) the Assignor is resident in, or otherwise subject to the laws of, the Province of Ontario, and is an "accredited investor" as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions; (e) the Assignee is not a U.S. ▇▇▇▇▇▇ ▇▇▇ ▇ person in the United States and the Assignee is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, as amended; (f) the Assignor has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof; (g) this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Assignor; the entering into of the Agreement and the transactions contemplated will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Assignor or of any agreement, written or oral, to which the Assignor may be a party or by which it is or may be bound; and (h) the Assignor covenants and agrees that it will not, at any time hereafter, accept payment of the Indebtedness or any part thereof, or do any act by which the Assignee may be prevented or hindered from obtaining payment of the Indebtedness or enforcing the Security.