VENDOR'S REPRESENTATIONS. The Vendor hereby represents and warrants to the Purchaser that: (a) the Vendor is a corporation duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation or amalgamation, as the case may be; (b) subject to the issuance of the Approval Order and the Vesting Order, the Vendor has the requisite power and authority to enter into this Agreement and to complete the transactions contemplated hereunder; and (c) the Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada).
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