Common use of Purchaser’s Representations Clause in Contracts

Purchaser’s Representations. The Purchaser represents and warrants to the Vendor that: (a) CORPORATE STANDING The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted. (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms; and (c) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, or result in a breach or violation of the constating documents or by-laws of the Purchaser; (ii) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is a party, or result in the creation or imposition of any Lien on any of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound or any of its property is subject; (iii) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada Act.

Purchaser’s Representations. The 8.1 Purchaser represents hereby represents, warrants and warrants covenants to the and with Vendor that: (a) CORPORATE STANDING The Purchaser is a corporation general partnership duly organized, organized and validly existing and in good standing under the laws of the Province its jurisdiction of Ontarioformation, and is duly registered and authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and jurisdiction(s) in which the manner as now conducted.Lands are located; (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and to purchase and pay for the transactions contemplated hereby. The Assets on the terms described herein and to perform its other obligations under this Agreement; (c) the execution and delivery of this Agreement by the Purchaser and each and every agreement or document to be executed and delivered hereunder and the performance by the Purchaser consummation of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legalwill not violate, valid and binding obligation of the Purchaser enforceable nor be in accordance with its terms; and (c) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, any provision of any agreement or result in instrument to which Purchaser is a breach party or violation is bound, or any judgement, decree, order, statute, rule or regulation applicable to Purchaser or of the constating documents or by-laws of the Purchaser; (iid) conflict withthis Agreement has been duly executed and delivered by Purchaser and all documents required hereunder to be executed and delivered by Purchaser shall have been duly executed and delivered and this Agreement does, or result and such documents will, constitute legal, valid and binding obligations of Purchaser enforceable in a default accordance with their respective terms; (or would constitute a default but for a requirement of notice or lapse of time or bothe) under any document, agreement or other instrument Alberta Energy & Utilities Board (“AEUB”) will not reject the transfer by the Vendor to which the Purchaser is a party, or result in the creation or imposition of any Lien on any of the Purchaser's properties pursuant well licences held by Vendor pertaining to the Assets due to the Vendor failing the AEUB’s Licences Liability Rating criteria in effect. (Af) Purchaser has not incurred any law obligation or regulation to liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which the Purchaser Vendor shall have any obligation or any of its property is subject, or liability; and (Bg) any judgment, order or decree to which the Purchaser is bound or any not a "non-Canadian person" within the meaning of its property is subject; (iii) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada Act.

Purchaser’s Representations. The Purchaser represents and warrants to the Vendor that: (a) CORPORATE STANDING Corporate Standing The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted. (b) AUTHORIZATIONAuthorization; VALIDITY OF OBLIGATIONS Validity of Obligations The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms; and (c) NO CONFLICTS No Conflicts The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, or result in a breach or violation of the constating documents or by-laws of the Purchaser; (ii) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is a party, or result in the creation or imposition of any Lien on any of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound or any of its property is subject; (iii) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada Act.

Purchaser’s Representations. (a) The Purchaser represents hereby represents, warrants and warrants covenants to and with the Vendor that: (ai) CORPORATE STANDING The the Purchaser is is, and at the Closing Date shall continue to be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and the Province laws of Ontario, and those jurisdictions in which it is duly authorized and qualified required to do business under all applicable laws, regulations, ordinances and orders of public authorities be registered in order to carry on its business in the places and in the manner as now conducted.give effect to this Agreement; (bii) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and to purchase and pay for the transactions contemplated hereby. The Securities and Office and Administrative Assets on the terms described herein and to perform its other obligations under this Agreement and has taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the purchase of the Securities and Office and Administrative Assets in accordance with this Agreement; (iii) the execution and delivery of this Agreement by the Purchaser and each and every agreement or document to be executed and delivered hereunder and the performance by the Purchaser consummation of the transactions contemplated herein has been duly and validly authorized by will not violate, nor be in conflict with, the Board of Directors constating documents or bylaws of the Purchaser, or any provision of any agreement or instrument to which the Purchaser and is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser; (iv) this Agreement has been duly executed and validly authorized delivered by the Purchaser and all necessary corporate action. This documents required hereunder to be executed and delivered by the Purchaser shall have been duly executed and delivered and this Agreement is a does, and such documents will, constitute legal, valid and binding obligation obligations of the Purchaser enforceable in accordance with its their respective terms; (v) the Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which the Vendor shall have any obligation or liability; (vi) the Purchaser shall comply with the provisions of the Investment Canada Act (Canada) and the Competition Act (Canada), if applicable; (vii) there are no necessary regulatory approvals or rulings required to be obtained by the Purchaser to permit the transactions contemplated herein to be completed except approvals and rulings, if any, under the Competition Act (Canada); (viii) the Purchaser shall comply with all applicable statutes, laws and Regulations required for the approval of all Well license transfers from the Vendor and/or the Partnership to the Purchaser; and (cix) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, or result in a breach or violation of the constating documents or by-laws of the Purchaser; (ii) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is a party, or result in acquiring the creation or imposition of any Lien on any of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound or any of its property is subject; (iii) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada ActSecurities and Office and Administrative Assets as principal and not as agent.

Purchaser’s Representations. The Purchaser hereby represents and warrants to and with the Vendor Vendors and the Corporation, which representations and warranties are true and correct as at the date hereof, and acknowledges that the Vendors and the Corporation are relying upon such representations and warranties in connection with the matters contemplated by this Agreement, that: (a) CORPORATE STANDING The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted. (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and to purchase and pay for the transactions Purchased Shares on the terms described herein and to perform the other obligations of the Purchaser under this Agreement; (b) all necessary corporate action will have been taken by the Purchaser at the Closing Date to authorize the execution and delivery by the Purchaser of this Agreement and all other agreements and instruments contemplated hereby. The by this Agreement; (c) the execution and delivery of this Agreement by the Purchaser and each and every agreement or document to be executed and delivered hereunder and the performance by the Purchaser consummation of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legalwill not violate, valid and binding obligation of the Purchaser enforceable nor be in accordance with its terms; and (c) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, or result in a breach or violation any provision of the constating documents or by-laws of the Purchaser; (iid) conflict withthis Agreement has been duly executed and delivered by the Purchaser and all documents required hereunder to be executed and delivered by the Purchaser shall have been duly executed and delivered and this Agreement does, or result and such documents will, constitute legal, valid and binding obligations of the Purchaser enforceable in accordance with their respective terms; (e) the Purchaser is not a default non-resident of Canada; (or would constitute a default but for a requirement f) the Purchaser has completed all due diligence in respect of notice or lapse the Assets, the Purchased Shares and the Corporation, and is satisfied with the results of time or bothits due diligence investigations; (g) under any documentupon the issuance of the Units (as defined in Subsection 3.1), agreement or other instrument to which in accordance with the terms of this Agreement, all of such Units will have been duly and validly created, authorized and issued and will be outstanding as fully paid and non-assessable; (h) the Purchaser is a partyreporting issuer in Ontario to the actual knowledge, or result in the creation or imposition of any Lien on any information and belief of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound not in default of any requirement of applicable securities or any of its property is subjectcorporate laws, regulations, orders, notices and policies; (iiii) result in termination no order has been issued ceasing or any impairment suspending the sale or trading of any material permitthe securities of the Purchaser and, licenseto the best of the knowledge, franchise, contractual right or other authorization information and belief of the Purchaser, there is no investigation or proceeding, pending or threatened that would or might result in any order suspending the sale or ceasing the trading of the securities of the Purchaser nor is there any state of facts which, if known, might result in any such order being issued; (ivj) violate any law, order, judgment, rule, regulation, decree or ordinance to which the issued and outstanding common shares in the capital of the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada Act.are not listed on any exchange for trading;

Purchaser’s Representations. The Purchaser hereby represents and warrants to the Vendor thatSeller as follows: (a) CORPORATE STANDING The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Province State of OntarioDelaware, and is duly authorized qualified and in good standing as a foreign corporation in the State of California; (b) Except for matters set forth in Section 9.03 and Section 10.12 below, Purchaser is or prior to Closing will be duly qualified pursuant to do business under any and all applicable laws, regulations, ordinances statutes and orders of public authorities regulations to own and operate the Assets; (c) Purchaser has all requisite power and authority to carry on its business in the places and in the manner as now presently conducted. (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and the transactions other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations under this Agreement and the other documents and agreements contemplated hereby. The execution and delivery consummation of the transaction contemplated by this Agreement by the will not violate, nor be in conflict with, any provision of Purchaser's charter, bylaws or governing documents, or any material agreement or instrument to which Purchaser and the performance by the Purchaser of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legalparty or by which it is bound, valid and binding obligation of the Purchaser enforceable in accordance with its terms; andor any judgment, decree, order, statute, rule or regulation applicable to Purchaser; (cd) NO CONFLICTS The execution, delivery and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite corporate actions on the part of Purchaser; (e) This Agreement has been duly executed and delivered on behalf of Purchaser and all documents required hereunder to be executed and delivered by Purchaser, whether at Closing or otherwise, shall have been duly executed and delivered. This Agreement does, and such documents shall, constitute legal, valid and binding obligations of Purchaser in accordance with their respective terms, subject to applicable bankruptcy and ether similar laws of general application with respect to creditors; (f) There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the actual knowledge of Purchaser, threatened against Purchaser; (g) Purchaser has arranged to have available by the Closing Date sufficient funds to enable the Purchaser to pay in full the Purchase Price as provided in Article 4, together with all costs and expenses relative thereto, and otherwise to perform its obligations under this Agreement, ; (h) Purchaser has or prior to Closing will have made financial arrangements which will be adequate to allow Purchaser to comply with all obligations relating to the consummation ownership and operation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not:Assets; (i) conflict with, Seller shall not have any obligation or result liability to pay any fee or other compensation to any person or entity engaged by Purchaser in a breach connection with this Agreement or violation of the constating documents or by-laws of the Purchasertransaction contemplated herein; (iij) conflict withPurchaser is purchasing and accepting the Assets "AS IS" without any express or implied warranty of any kind. Purchaser is entering into this transaction solely on the basis of Purchaser's own expertise, inspection, evaluation, familiarity with and knowledge of the Assets. Purchaser is not relying on any representation, estimate, claim, warranty, statement, data, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is a party, or result in the creation or imposition information of any Lien on any of the Purchaser's properties pursuant kind made or provided to (A) any law or regulation to which the Purchaser or any of its property is subjectemployees, agents, consultants, etc., by Seller or any employee, agent, or other representative of Seller. No patent or latent condition affecting the Assets (B) any judgment, order or decree to which the Purchaser is bound or any Asset) in any way, whether now known or discovered or hereafter discovered, shall in any way affect any of its property is subject;Purchaser's obligations contained in this Agreement, or give rise to any right of or to damages, rescission, or any other legal or equitable right or remedy on behalf of Purchaser against Seller; and (iiik) result in termination or any impairment of any material permitPURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE, licenseAND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, franchiseANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, contractual right or other authorization of the Purchaser; (iv) violate any lawFITNESS FOR ANY PARTICULAR PURPOSE, orderOR CONFORMITY TO MODELS OR SAMPLES OR MATERIALS, judgmentAS WELL AS ANY OTHER REPRESENTATION OR WARRANTY, ruleEXPRESS, regulationSTATUTORY OR IMPLIED, decree or ordinance to which the Purchaser is subjectRELATING TO THE ASSETS OR THEIR CONDITION. PURCHASER IS ACQUIRING THE ASSETS IN AN "AS-IS, or by which the Purchaser is bound including, without limitation, the Investment Canada ActWHERE IS" CONDITION WITH ALL FAULTS.

Purchaser’s Representations. The Purchaser hereby represents and warrants to the Vendor that: (a) CORPORATE STANDING The Purchaser it is a valid and subsisting corporation duly organized, validly existing under and in good standing under governed by the laws of the Province of Ontario, Ontario and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted. (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal rightnecessary authority, power and corporate authority capacity to enter into this Agreement and carry out the transactions contemplated hereby. The execution and delivery of herein; (b) this Agreement by the Purchaser and its obligations hereunder and the performance by the Purchaser of the documents and transactions contemplated herein has shall have been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a requisite proceedings and shall constitute legal, valid and binding obligation obligations of the Purchaser enforceable in accordance with its terms; and (c) NO CONFLICTS The executionPurchaser, delivery and performance of this Agreement, the consummation completion of the transactions herein transaction contemplated hereby and by this Agreement will not result in the fulfillment violation of any of the terms hereof will not: (i) conflict with, or result in a breach or violation and provisions of the constating documents or by-laws of the Purchaser; (iic) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is not insolvent and has not proposed a partycompromise or arrangement to its creditors generally, or result had any petition for a receiving order in the creation bankruptcy filed against it or imposition taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of any Lien on any of the Purchaser's properties pursuant to its assets or undertaking; (Ad) any law or regulation to which the Purchaser or any its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its property is subject, permitted assignee to the Vendor on or (B) any judgment, order or decree to which before the Purchaser is bound or any of its property is subjectClosing Date; (iiie) result in termination no approval or any impairment consent of any material permit, license, franchise, contractual right or other authorization Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser;; and (ivf) violate any law, order, judgment, rule, regulation, decree or ordinance to which neither the Purchaser is subject, or by which nor its permitted assignee is/will be a non-Canadian for the Purchaser is bound including, without limitation, purposes of the Investment Canada ActAct (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that date.

Purchaser’s Representations. The Purchaser hereby represents and warrants to and in favour of the Vendor thatthat as of the date of this Agreement (unless otherwise specified) and as of the Closing Date: (a) CORPORATE STANDING The the Purchaser is (or if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be at Closing) a corporation duly organized, validly existing and in good standing under governed by the laws of the Province of OntarioOntario and has, and is duly authorized and qualified to do business under all applicable lawsor will have, regulationsas the case may be, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted. (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite necessary corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal rightauthority, power and corporate authority capacity to own the Subject Assets and to enter into this Agreement and the documents and transactions contemplated hereby. The herein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained; (b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Purchaser hereunder and the documents and transactions contemplated herein have been duly and validly authorized by all requisite corporate proceedings of the Purchaser and constitute (and will constitute at Closing), legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its and their terms; and neither the entering into nor delivery of this Agreement nor the completion by the Purchaser of the Transaction will conflict with or constitute a default under any Applicable Laws; and no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser completion of the transactions contemplated herein has been duly and validly authorized Transaction by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms; and (c) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, or result in a breach or violation of the constating documents or by-laws of the Purchaser; (iic) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is a partyduly registered, or result in the creation or imposition of any Lien on any and if an affiliate of the Purchaser's properties pursuant Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be duly registered, in virtue of Subsection (Ad) any law or regulation of Section V of Part IX of the Excise Tax Act (Canada), and in consequence, in virtue of paragraph 221(2)(b) of such law, the Vendor is not obliged to which collect the tax known as the goods and services tax from the Purchaser or any of its property is subjectsuch affiliate, or as the case may be; (Bd) any judgment, order or decree to which the Purchaser is bound purchasing, or any if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be purchasing, the Subject Assets as principal for its property is subjectown account and same are not being purchased by the Purchaser, or such affiliate, as the case may be, as an agent, trustee or otherwise on behalf of or for another Person; (iiie) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which not a non-Canadian within the Purchaser is bound including, without limitation, meaning of the Investment Canada ActAct (Canada); and (f) the Purchaser has not retained the services of any real estate broker or agent in connection with the transactions contemplated by this Agreement.

Purchaser’s Representations. The Purchaser hereby represents and warrants to and in favour of the Vendor thatthat as of the date of this Agreement (unless otherwise specified) and as of the Closing Date: (a) CORPORATE STANDING The the Purchaser is (or if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be at Closing) a corporation duly organized, validly existing and in good standing under governed by the laws of the Province of OntarioOntario and has, and is duly authorized and qualified to do business under all applicable lawsor will have, regulationsas the case may be, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted. (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite necessary corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal rightauthority, power and corporate authority capacity to own the Subject Assets and to enter into this Agreement and the documents and transactions contemplated hereby. The herein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained; (b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Purchaser hereunder and the documents and transactions contemplated herein have been duly and validly authorized by all requisite corporate proceedings of the Purchaser and constitute (and will constitute at Closing), legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its and their terms; and neither the entering into nor delivery of this Agreement nor the completion by the Purchaser of the Transaction will conflict with or constitute a default under any Applicable Laws; and no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser completion of the transactions contemplated herein has been duly and validly authorized Transaction by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms; and (c) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, or result in a breach or violation of the constating documents or by-laws of the Purchaser; (iic) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is duly registered, and if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be duly registered, in virtue of Subsection (d) of Section V of Part IX of the Excise Tax Act (Canada), and in consequence, in virtue of paragraph 221(2)(b) of such law, the Vendor is not obliged to collect the tax known as the goods and services tax from the Purchaser or such affiliate, as the case may be; (d) the Purchaser is purchasing the Subject Assets as principal for its own account and same are not being purchased by the Purchaser as an agent, trustee or otherwise on behalf of or for another Person and, the Purchaser is not Purchasing the Subject Assets, in whole or in part, on behalf of, nor is it in a partypartnership, co-ownership, or result joint venture with, in connection with the creation purchase of the Subject Assets, any Person that is an affiliate of the Vendor, and/or any officer, director, shareholder or imposition employee of any Lien on such Person; (e) except for this Agreement and the Closing Documents to be delivered in connection therewith, the Purchaser has not, with respect to the Subject Assets, entered into any contractual arrangements with any former or current director, officer, and/or employee of the Vendor, any affiliate of the Vendors, or any Person controlled by any of the Purchaser's properties pursuant to foregoing; (Af) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound or any not a non-Canadian within the meaning of its property is subject; (iii) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada ActAct (Canada); and (g) the Purchaser has not retained the services of any real estate broker or agent in connection with the transactions contemplated by this Agreement.

Purchaser’s Representations. The Purchaser hereby represents and warrants to and in favour of the Vendor thatthat as of the date of this Agreement: (a) CORPORATE STANDING The the Purchaser is (and will be at Closing) a corporation duly organized, validly existing and in good standing under governed by the laws of the Province of Ontario, Ontario and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted. (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal rightnecessary corporate authority, power and corporate authority capacity to own the Subject Assets and to enter into this Agreement and the documents and transactions contemplated hereby. The herein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained; (b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Purchaser hereunder and the documents and transactions contemplated herein have been duly and validly authorized by all requisite corporate proceedings and constitute (and will constitute at Closing), legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its and their terms; and neither the entering into nor delivery of this Agreement nor the completion by the Purchaser of the Transaction will conflict with or constitute a default under any Applicable Laws; and no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser consummation of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms; andTransaction; (c) NO CONFLICTS The executionthe Purchaser is duly registered in virtue of Subsection (d) of Section V of Part IX of the Excise Tax Act (Canada), delivery and performance in consequence, in virtue of this Agreementparagraph 221(2)(b) of such law, the consummation of Vendor is not obliged to collect the transactions herein contemplated hereby tax known as the goods and the fulfillment of the terms hereof will not: (i) conflict with, or result in a breach or violation of the constating documents or by-laws of services tax from the Purchaser; (iid) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which the Purchaser is purchasing the Subject Assets as principal for its own account and same are not being purchased by the Purchaser as an agent, trustee or otherwise on behalf of or for another Person and, the Purchaser is not Purchasing the Subject Assets, in whole or in part, on behalf of, nor is it in a partypartnership, co-ownership, or result joint venture with, in connection with the creation purchase of the Subject Assets, any Person that is an affiliate of the Vendor, and/or any officer, director, shareholder or imposition employee of any Lien on such Person; (e) except for this Agreement and the Closing Documents to be delivered in connection therewith, the Purchaser has not, with respect to the Subject Assets, entered into any contractual arrangements with any former or current director, officer, and/or employee of the Vendor, any affiliate of the Vendors, or any Person controlled by any of the Purchaser's properties pursuant to foregoing; (Af) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound purchasing the Subject Assets as principal for its own account and same are not being purchased by the Purchaser as an agent, trustee or any otherwise on behalf of its property is subjector for another Person; (iiig) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which not a non-Canadian within the Purchaser is bound including, without limitation, meaning of the Investment Canada ActAct (Canada); and (h) the Purchaser has not retained the services of any real estate broker or agent in connection with the transactions contemplated by this Agreement.

Purchaser’s Representations. 11.1 The Purchaser represents hereby represents, warrants and warrants covenants to and with the Vendor that: (a) CORPORATE STANDING The a. the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and the Province laws of Ontario, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business those jurisdictions in which the places and in the manner as now conducted.Assets are located; (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of b. the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and to purchase and pay for the transactions contemplated hereby. The Assets on the terms described herein and to perform its other obligations under this Agreement; c. the execution and delivery of this Agreement by the Purchaser and each and every agreement or document to be executed and delivered hereunder and the performance by the Purchaser consummation of the transactions contemplated herein has been duly and validly authorized by will not violate, nor be in conflict with, any provision of any agreement or instrument to which the Board of Directors Purchaser is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser or the constating document or bylaws of the Purchaser and Purchaser; d. this Agreement has been duly executed and validly authorized delivered by the Purchaser and all necessary corporate action. This documents required hereunder to be executed and delivered by the Purchaser shall have been duly executed and delivered and this Agreement is a does, and such documents will, constitute legal, valid and binding obligation obligations of the Purchaser enforceable in accordance with its their respective terms; and; (c) NO CONFLICTS The executione. the Purchaser has not incurred any obligation or liability, delivery and performance contingent or otherwise, for brokers' or finders' fees in respect of this Agreement, transaction for which the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, Vendor shall have any obligation or result in a breach or violation of the constating documents or by-laws of the Purchaser; (ii) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which liability; the Purchaser is not a party, or result in "non-Canadian person" within the creation or imposition meaning of any Lien on any of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound or any of its property is subject; (iii) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada Act.; the well screening ratio of the Purchaser after the transfer of the Assets will equal or exceed 1.0; and

Purchaser’s Representations. The Purchaser hereby represents and warrants to ENI, Bio, HoldCo, the Vendor Directors, and the Warrant Holder at the Effective Date, which representations and warranties shall also have been true and will be true and correct as at the Closing Date, that: (a) CORPORATE STANDING The the Purchaser is a corporation duly organizedincorporated under its jurisdiction of incorporation, validly existing existing, and is in good standing under the laws of the Province of Ontario, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted.; (b) AUTHORIZATION; VALIDITY OF OBLIGATIONS The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power and corporate authority to enter into this Agreement and to purchase and pay for the Purchased Shares on the terms described herein and to perform the other obligations of the Purchaser under this Agreement; (c) the Purchaser is, and will at the Time of Closing be, a reporting issuer (or equivalent status) in good standing under the securities laws of the Province of Ontario and to the best of its knowledge is in compliance with the by-laws, rules and regulations of The Toronto Stock Exchange Inc. (the "EXCHANGE") and no material change relating to the Purchaser has occurred since June 30, 2005 (other than in respect of the transactions contemplated hereby. The ) that have not been publicly announced; (d) the authorized capital of the Purchaser consists of an unlimited number of common shares of which 139,508,579 Transition Shares are issued and outstanding at the date hereof; (e) all press releases, material change reports and other documents filed by or on behalf of the Purchaser since June 30, 2005 with any securities commission or the Exchange were true and correct in all material respects and did not contain any misrepresentation (as defined in the Securities Act (Ontario)), as at the respective dates of such filings; (f) the Purchaser is not party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any common shares or securities convertible into or exchangeable for Transition Shares, other than 1,384,615 warrants with an expiration date of February 24, 2006 and 3,080,665 issued and outstanding options to purchase Transition Shares; (g) the audited annual consolidated financial statements of the Purchaser as at and for the 12 month period ended June 30, 2005 have been prepared in accordance with Canadian generally accepted accounting principles, present fairly, in all material respects, the financial position of the Purchaser as at June 30, 2005, and the results of its operations and the changes in its financial position for the 12 month periods ended June 30, 2005, and do not omit to state any material fact that is required by Canadian generally accepted accounting principles or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading; (h) the Purchaser has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (i) all necessary corporate action has been taken by the Purchaser at the Effective Date to authorize the execution and delivery by the Purchaser of this Agreement and all other agreements and instruments contemplated by this Agreement; (j) the execution and delivery of this Agreement by the Purchaser and each and every agreement or document to be executed and delivered hereunder and the performance by the Purchaser consummation of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legalwill not violate, valid and binding obligation of the Purchaser enforceable nor be in accordance with its terms; and (c) NO CONFLICTS The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (i) conflict with, any provision of any material agreement or result in instrument to which the Purchaser is a breach party or violation of is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser or the constating documents or by-laws of the Purchaser;; and (iik) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which this Agreement has been duly executed and delivered by the Purchaser is a partyand all documents required hereunder to be executed and delivered by the Purchaser shall have been duly executed and delivered and this Agreement does, or result in the creation or imposition of any Lien on any and such documents will, constitute legal, valid and binding obligations of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its property is subject, or (B) any judgment, order or decree to which the Purchaser is bound or any of its property is subject; (iii) result enforceable in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the Purchaser; (iv) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Purchaser is subject, or by which the Purchaser is bound including, without limitation, the Investment Canada Actaccordance with their respective terms.