Common use of VENDOR'S REPRESENTATIONS Clause in Contracts

VENDOR'S REPRESENTATIONS. The Vendor hereby represents to the Purchaser and acknowledges: a. This Agreement has been validly executed and delivered by the Vendor and constitutes a valid and legally binding obligation of the Vendor, enforceable against it in accordance within its terms. b. The Vendor is the sole registered and beneficial owner of the Property. c. There are no agreements, options or other rights pursuant to which the Vendor is, or may become, obligated to sell the Property or interest therein to any person other than to the Purchaser. d. To the best of the Vendor’s knowledge, there are no material contracts, agreements or unregistered easements, rights of way or other unregistered encumbrances affecting the Property or any part thereof which the Purchaser will be subject to or required to assume on Closing other than easements or agreements required in connection with Site Plan Approval (as defined in Section 27 below) and except as have been or will be disclosed to the Purchaser as part of the Due Diligence Deliveries (as defined in Section 28 below). e. There are no leases, agreements to lease, license, rights of occupation, tenancy arrangements or other rights pursuant to which any person has a right to use, possess, or occupy the Property. f. The Vendor has not received written notice of and is not aware of any litigation or proceeding outstanding that affects title to the Property. g. True and complete copies of all known existing environmental assessments, audits, investigations, inspections, tests and reports, including any inspections, investigations and tests relating to the Lands in the possession or control of the Vendor, (the “Environmental Reports”) have been or will be delivered, to the best of its ability, to the Purchaser as part of the Due Diligence Deliveries. h. Except as disclosed in the Environmental Reports provided to the Purchaser as part of the Due Diligence Deliveries, during the period of the Vendor’s ownership of the Property, the Vendor: (A) has not used or permitted the use of the Property to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, product or process hazardous substances; (B) has not caused or permitted the release or discharge of any hazardous substance on or in the vicinity of the Property; (C) has not undertaken any remediation or clean-up of any hazardous substance on or in the vicinity of the Property except as set out in the Environmental Reports. i. The Vendor has not received any written notice of any expropriation or condemnation relating to the Property. j. The Vendor is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

VENDOR'S REPRESENTATIONS. The Vendor and the Vendor Nominee, hereby represents and warrants to and in favour of the Purchaser that as of the date of this Agreement and (except as otherwise provided in this Section 6.1) as of the Closing Date: (a) the Vendor is the beneficial owner of the Subject Assets and has good and marketable title to the Purchaser Subject Assets free and acknowledges:clear of all liens, claims, charges and encumbrances other than Permitted Encumbrances; a. This Agreement (b) the Vendor Nominee is the registered owner of legal title to the all of the Cascades Lands Strata Lots, the Grand Villa Lands and the Starlight Lands as nominee, agent and bare trustee for and on behalf of the Vendor; Cascades Freehold Nominee is the registered owner of the legal title to the Cascades Freehold Property; (c) each of the Vendor Nominee and the Cascades Freehold Nominee is duly incorporated and validly subsisting under the laws of the province of British Columbia, neither the Vendor Nominee nor the Cascades Freehold Nominee is a reporting or public company and each of the Vendor Nominee and the Cascades Freehold Nominee is in good standing with all appropriate governmental offices of British Columbia; (d) neither the Vendor Nominee nor the Cascades Freehold Nominee owns any assets of any kind, has been validly executed no beneficial interest in the Subject Assets and delivered by has carried on no business or activity of any kind other than holding legal title to the Lands or the Cascades Lands Freehold Lots, as applicable, in trust for the Vendor and dealing with the Lands or the Cascades Lands Freehold Lots, as applicable, on behalf of and as directed by the Vendor; (e) neither the Vendor Nominee nor the Cascades Freehold Nominee has any liabilities or indebtedness whatsoever, contingent or otherwise; (f) neither the Vendor Nominee nor the Cascades Freehold Nominee has any employees; (g) the Vendor is a corporation duly incorporated and subsisting under the laws of its place of incorporation, and has the necessary corporate authority, power and capacity to own its interest in the Subject Assets and to enter into this Agreement and all agreements, transfers, assignments and other documents to be delivered by it pursuant hereto and to complete the Transaction and perform its obligations under the documents to be entered into by it pursuant hereto in respect of the Transaction on the terms and conditions herein contained, all of which have been duly and validly authorized by all requisite proceedings and that this Agreement constitutes a valid legal, valid, and legally binding obligation of the VendorVendor in accordance with its terms; (h) the obligations of the Vendor and Vendor Nominee under this Agreement and of Vendor and each Master Lease Tenant under each of the agreements, transfers, assignments and other documents entered into by it pursuant hereto (including without limitation, the Closing Documents), and the Transaction contemplated herein, have been duly and validly authorized by all requisite corporate proceedings and constitute (or will constitute on Closing, in the case of Closing Documents) legal, valid and binding obligations, enforceable against it in accordance within its with their terms.; b. The (i) neither the entering into nor delivery of this Agreement nor the completion by the Vendor is Nominee, the sole registered Cascades Freehold Nominee and beneficial owner Vendor of the Property. c. There are Transaction will conflict with or constitute a default under any Applicable Laws; and no agreementsapproval or consent is required of (i) any Governmental Authority or (ii) a party to any Permitted Encumbrance, options or other rights pursuant to which in connection with the execution and delivery of this Agreement by the Vendor isand the consummation of the Transaction, save and except for the Competition Act Approval, and as set out in each of Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d), and as may be set out in the Permitted Encumbrances; (j) the execution, delivery and performance of this Agreement by the Vendor does not result in the violation of any of the provisions of its constating documents or may become, obligated by-laws; (k) except as will be Disclosed to sell the Property or interest therein Purchaser prior to any person other than 5:00 p.m. central time on the fifth (5th) Business Day prior to the Purchaser. d. To the best ’s Condition Date, none of the Vendor’s knowledge, there are no material contracts, agreements the Vendor Nominee or unregistered easements, rights of way or other unregistered encumbrances affecting the Property or any part thereof which the Purchaser will be subject to or required to assume on Closing other than easements or agreements required in connection with Site Plan Approval (as defined in Section 27 below) and except as have been or will be disclosed to the Purchaser as part of the Due Diligence Deliveries (as defined in Section 28 below). e. There are no leases, agreements to lease, license, rights of occupation, tenancy arrangements or other rights pursuant to which any person Cascades Freehold Nominee has a right to use, possess, or occupy the Property. f. The Vendor has not received written notice of any, and is not aware to the best of any litigation Vendor’s knowledge there are no, pending or proceeding outstanding that affects title threatened expropriation or rezoning proceedings relating to the Property.; g. True and complete copies of all known existing environmental assessments, audits, investigations, inspections, tests and reports, including any inspections, investigations and tests relating (l) except as will be Disclosed to the Lands in Purchaser prior to 5:00 p.m. central time on the possession or control fifth (5th) Business Day prior to the Purchaser’s Condition Date, none of the Vendor, the Vendor Nominee or the Cascades Freehold Nominee has received written notice which remains outstanding from any Governmental Authority or other Person with respect to any actual or threatened complaint, claim, citation, order (including any pollution control order, stop order, pollution abatement order, pollution prevention order or remediation order), directive, request for information, statement of claim or notice of investigation concerning any alleged violation of, liability or potential liability under any Applicable Laws relating to environmental matters with respect to the Property (each, a “Environmental ReportsHazardous Material Claim”) have been and Vendor has no knowledge of any actual or will be delivered, threatened Hazardous Material Claim; (m) to the best knowledge of its abilitythe Vendor, except as will be Disclosed to the Purchaser as part of prior to 5:00 p.m. central time on the Due Diligence Deliveries. h. Except as disclosed in the Environmental Reports provided fifth (5th) Business Day prior to the Purchaser as part of the Due Diligence DeliveriesPurchaser’s Condition Date, during the period of the Vendor’s ownership of the Property, the Vendor: (A) has not used or permitted the use of the Property to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, product or process hazardous substances; (B) has not caused or permitted the release or discharge of any hazardous substance on or in the vicinity of the Property; (C) has not undertaken any remediation or clean-up of any hazardous substance on or in the vicinity of the Property except as set out in the Environmental Reports. i. The Vendor has not received any written notice of any expropriation or condemnation there is no Proceeding relating to the Vendor, the Vendor Nominee or the Cascades Freehold Nominee or affecting the Subject Assets or the Cascades Freehold Property., which could reasonably be expected to materially adversely affect the Subject Assets or the Cascades Freehold Nominee, and there is not, outstanding against the Vendor or the Cascades Freehold Nominee any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator which could reasonably be expected to materially adversely affect the Subject Assets or the Cascades Freehold Nominee; j. The (n) the Vendor is not a non-resident of Canada for the purposes of the Income Tax Act (Canada); (o) the Vendor is duly registered under Subdivision D of Division V of the Excise Tax Act (Canada) and the registration number assigned to the Vendor by CRA is 81098 3262 RT0001; (p) as of the Execution Date, there are no collective bargaining agreements or proceedings under the British Columbia Labour Relations Code which are or will affect the Property on Closing other than as shall be Disclosed to the Purchaser prior to 5:00 p.m. central time on the third (3rd) Business Day prior to the Purchaser’s Condition Date; (q) except as will be Disclosed to the Purchaser prior to 5:00 p.m. central time on the fifth (5th) Business Day prior to the Purchaser’s Condition Date, the Vendor has not received any notice from any Governmental Authority (other than a Gaming Authority) of zoning, building, fire, water, use or other Applicable Law violations (other than Gaming Laws violations) issued in respect of the Property which remain uncorrected; (r) except as will be Disclosed to the Purchaser prior to 5:00 p.m. central time on the fifth (5th) Business Day prior to the Purchaser’s Condition Date, the Vendor has not received (i) any notice from any Gaming Authority of any Gaming Laws violations issued in respect of the Property which remain uncorrected, or (ii) any notice of investigations from any Gaming Authority in respect of any gaming operations and/or the Property and which, in either case, if uncorrected could reasonably be expected to materially adversely affect the Property or the Business; (s) there will be no tenancies affecting the Subject Assets at the time of Closing other than the Existing Leases and other Leases delivered to the Purchaser prior to 5:00 p.m. central time on the fifth (5th) Business Day prior to the Purchaser’s Condition Date; (t) The Property Information, including all Leases, and the Subsequent Property Information Disclosed to Purchaser are complete copies of such materials. To the knowledge of the Vendor, the Property Information and Subsequent Property Information includes all site plans, surveys, plans and specifications, Phase I and Phase II environmental reports, property condition reports, the most recent title commitments, all unregistered documents that would affect title to the Subject Assets or bind Purchaser, after Closing, in each case, affecting the Subject Assets and in Vendor’s possession or control; (u) except as will be Disclosed to the Purchaser prior to 5:00 p.m. central time on the fifth (5th) Business Day prior to the Purchaser’s Condition Date, at the time of Closing, the Vendor and the Cascades Freehold Nominee shall have prepared and filed all tax returns and other documents required to be filed by it and such returns and documents are complete and correct; the Vendor and the Cascades Freehold Nominee shall have paid all taxes which are due and payable by it on or before the Closing Date; and the Vendor shall have made adequate provision for taxes payable for each current period for which tax returns are not yet required to be filed and withheld from each amount paid or credited to any person the amount of taxes required to be withheld therefrom and has remitted such taxes to the proper tax or other receiving authorities within the time required under applicable legislation; (v) to the best knowledge of the Vendor, except as will be Disclosed to the Purchaser prior to 5:00 p.m. central time on the fifth (5th) Business Day prior to the Purchaser’s Condition Date, at the time of Closing, the Vendor shall not have any indebtedness to any person, firm, corporation or governmental authority which might now or hereafter by operation of law or otherwise constitute a lien, charge or encumbrance on the Subject Assets, or any part thereof, or which could affect the right of the Purchaser to own, occupy and obtain revenue from the Subject Assets, or any part thereof; and (w) to the best knowledge of the Vendor, except as will be Disclosed to the Purchaser prior to 5:00 p.m. central time on the fifth (5th) Business Day prior to the Purchaser’s Condition Date, there is no claim or litigation pending, threatened with respect to the Vendor, the Vendor Nominee, or the occupancy or use of the Subject Assets by the Vendor which could affect the right of the Purchaser to own, occupy, and obtain revenue from the Subject Assets or the ability of the Vendor or Vendor Nominee to perform its obligations under this Agreement. For the foregoing purposes of this Section 6.1, “to the best knowledge of the Vendor” or similar words mean to the Vendor’s actual knowledge after inquiry of the head of operations for the Property and any third-party property managers for the Property. This Section 6.1 shall survive the Closing, subject to Section 6.3 and, if applicable, Section 6.5. If before the Closing either party acquires knowledge of any condition which would make any of the representations and warranties set forth in Section 6.1 not true, such party shall promptly notify the other party of such condition. If the Vendor is not able to cure any such condition prior to the Closing Date, and if such condition results in a Material Value Reduction, the Purchaser may terminate this Agreement by delivering written notice to the Vendor within ten (10) days after the date that the Vendor notifies the Purchaser that the Vendor is unable to cure such condition. If such condition was the result of the Vendor’s misrepresentation in any material respect or default hereunder (any such condition arising by the Vendor’s misrepresentation in any material respect or default hereunder, being a “Material Condition”), in addition to the termination right set forth in the preceding sentence, the Vendor shall reimburse the Purchaser for the Purchaser’s Expenses, which obligation of the Vendor shall survive the termination of this Agreement. Upon such termination, the Deposit, together with all interest earned thereon, shall be refunded to the Purchaser and both parties hereto shall be released from all of their liabilities and obligations under this Agreement (other than those obligations which are expressly stated to survive termination of this Agreement). If the Purchaser fails to terminate this Agreement within such ten (10) day period, the Purchaser shall be deemed to waive its right of termination with respect to any such condition. In the event of such a waiver or in the event that the Purchaser does not have the right to terminate this Agreement as a result of such condition, the Purchaser shall retain its right to make a Claim under Section 6.3 with respect to such condition.

VENDOR'S REPRESENTATIONS. The Vendor hereby represents and warrants to the Purchaser and acknowledgesthat: a. a) The Vendor has the power and authority and right to enter into this Agreement and cach and any agreement to be executed and delivered by the Vendor pursuant hereto and to perform its obligations as therein and herein contained to sell the Assets in accordance with the terms of this Agreement: b) The Vendor has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement; c) The execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not violate, nor be in conflict with, any provision of any judgment, decree, order, statute, rule or regulation applicable to the Vendor or of the constating documents of the Vendor; d) This Agreement has been validly duly executed and delivered by the Vendor and constitutes a all documents required hereunder to be executed and delivered by the Vendor have been duly executed and delivered and this Agreement and such documents constitute legal, valid and legally binding obligation obligations of the Vendor enforceable in accordance with their respective terms; e) The Vendor has as of the date hereof good and marketable title, free and clear of any and all claims, liens, encumbrances, mortgages, demands and royalties created by, through or under the Vendor, enforceable against it in accordance within its terms.security interests and charges, licenses or rights of other persons whatsoever to the Assets; b. f) The Vendor is the sole registered and beneficial owner of the Property. c. There are no agreementsnot a party to any action, options suit or other rights pursuant legal, administrative arbitration proceeding or government investigation, actual or threatened, which might reasonably be expected to which the Vendor is, result in impairment or may become, obligated to sell the Property or interest therein to any person other than to the Purchaser. d. To the best loss of the Vendor’s knowledge, there are no material contracts, agreements or unregistered easements, rights of way or other unregistered encumbrances affecting interest in the Property Assets or any part thereof which the Purchaser will be subject to thereof, and there is no particular circumstance, matter or required to assume on Closing other than easements or agreements required in connection with Site Plan Approval (as defined in Section 27 below) and except as have been or will be disclosed thing known to the Purchaser as part of the Due Diligence Deliveries (as defined in Section 28 below).Vendor which could reasonably be anticipated to give rise to any such action, suite or other legal, administrative or aberration proceeding or government investigation; e. There are no leases, agreements g) The Vendor has not used or enforced or failed to lease, license, use or enforce any Intellectual Property rights of occupation, tenancy arrangements or other rights pursuant associated with the Assets in any manner which could adversely affect the validity or enforceability of the Vendor’s Intellectual Property rights in the Assets; h) There is not, and has not been any infringement or violation of the Vendor’s Intellectual Property rights in the Assets; i) The Vendor has obtained the appropriate waivers with respect to which any person has a right to use, possess, or occupy moral rights in the Property.Assets; f. j) The Vendor has not received written notice of and is not aware of any litigation or proceeding outstanding that affects title to the Property. g. True and complete copies of all known existing environmental assessments, audits, investigations, inspections, tests and reports, including any inspections, investigations and tests relating to the Lands in the possession or control of the Vendor, (the “Environmental Reports”) have been or will be delivered, to the best of its ability, to the Purchaser as part of the Due Diligence Deliveries. h. Except as disclosed in the Environmental Reports provided to the Purchaser as part of the Due Diligence Deliveries, during the period of the Vendor’s ownership of the Property, the Vendor: (A) has not used or permitted the use of the Property to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, product or process hazardous substances; (B) has not caused or permitted the release or discharge of any hazardous substance on or in the vicinity of the Property; (C) has not undertaken any remediation or clean-up of any hazardous substance on or in the vicinity of the Property except as set out in the Environmental Reports. i. The Vendor has not received any written notice of any expropriation claim of adverse ownership, invalidity or condemnation relating other opposition to or conflict with the PropertyAssets; and k) There are no outstanding options, agreements of purchase and sale or other agreements or commitments obligating the Vendor to sell the Assets or any of them, except pursuant to this Agreement. j. The Vendor is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).