Common use of Non-Arm’s Length Transactions Clause in Contracts

Non-Arm’s Length Transactions. Neither the Corporation nor the Subsidiary owes any amount to, nor has the Corporation or the Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at "arm's length" (as such term is defined in the Income Tax Act (Canada)) with any of them except for employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm's length with the Corporation and the Subsidiary. No officer or employee of the Corporation or the Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary which would reasonably be expected to have a Material Adverse Effect on the ability to properly perform the services to be performed by such Person for the Corporation or the Subsidiary. To the knowledge of the Corporation, no officer, director, employee or securityholder of the Corporation or the Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Neither Except as disclosed in the SEC Filings, neither the Corporation nor the any Subsidiary owes any amount to, nor has the Corporation or the any Subsidiary advanced any present loans to, or borrowed any amount from from, or is otherwise become indebted to, any officer, director, employee or securityholder of any of them them, or any Person not dealing at "“arm's ’s length" ” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them them, or any other Person not dealing at arm's ’s length with any of them. To the Corporation and knowledge of the Subsidiary. No officer Corporation, no officer, director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the any Subsidiary which would reasonably be expected to have a Material Adverse Effect on could materially adversely affect the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. To the knowledge of the Corporation, no officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Neither Except as disclosed in the Information, none of the Corporation nor the or any Subsidiary owes any amount to, nor has do the Corporation or the any Subsidiary have any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee director or securityholder of any of them thereof or any Person not dealing at "“arm's ’s length" ” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the Subsidiaryand its Subsidiaries. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither none of the Corporation nor the or any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them thereof or any other Person not dealing at arm's ’s length with the Corporation and or its Subsidiaries. Except as disclosed in the Subsidiary. No Information, no officer or employee director of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 510% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee director or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary which would reasonably be expected to have a Material Adverse Effect could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. To the knowledge of the Corporation, no No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary and its Subsidiaries such as for accrued vacation pay or other amounts or matters which would not be material to the CorporationCorporation and its Subsidiaries.

Non-Arm’s Length Transactions. Neither Except as disclosed in the Information, neither the Corporation nor the Subsidiary owes any amount to, nor has the Corporation or the any Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at "“arm's ’s length" ” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the a Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm's ’s length with the Corporation and the SubsidiarySubsidiaries. No officer officer, director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the any Subsidiary which would reasonably be expected to have a Material Adverse Effect could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. To the knowledge of the Corporation, no No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Neither Except as disclosed in the Information, neither the Corporation nor the Subsidiary owes any amount to, nor has the Corporation or the Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at "arm's length" related person (as such term is defined in the Income Tax Act (Canada)Item 404 of Regulation S-B promulgated by the SEC) with any in respect of them whom disclosure would be required to be included under Item 12 of Form 10-KSB, except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm's ’s length with the Corporation and the Subsidiary. No officer officer, director or employee of the Corporation or the Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary which would reasonably be expected to have a Material Adverse Effect could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the Subsidiary. To the knowledge of the Corporation, no No officer, director, employee or securityholder of the Corporation or the Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Neither Except as disclosed in the Information, neither the Corporation nor the any Subsidiary owes any amount to, nor has the Corporation or the any Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at "“arm's ’s length" ” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the a Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm's ’s length with the Corporation and the SubsidiarySubsidiaries. No officer officer, director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the any Subsidiary which would reasonably be expected to have a Material Adverse Effect could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. To the knowledge of the Corporation, no No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Neither Each of the Corporation nor the Subsidiary owes and its Material Subsidiaries do not owe any amount to, nor has the Corporation or the Subsidiary Material Subsidiaries any present material loans to, or borrowed any material amount from or is otherwise materially indebted to, any officer, director, employee or securityholder of any of them thereof or any Person not dealing at "arm's “arm’s-length" ” (as such term is defined in the Income Tax Act (Canada)Act) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or and its Material Subsidiaries and except as disclosed in the SubsidiaryFinancial Statements. Except usual employee or consulting arrangements made in the ordinary and normal course of businessbusiness and except as disclosed in the Financial Statements, neither each of the Corporation nor the Subsidiary and its Material Subsidiaries is not a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them thereof or any other Person not dealing at arm's arm’s-length with the Corporation and or the SubsidiaryMaterial Subsidiaries. No To the Corporation’s knowledge, no officer or employee of the Corporation or the Subsidiary Material Subsidiaries and no Person which is an affiliate or associate of any of the foregoing PersonsPerson, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary Material Subsidiaries which would reasonably be expected to have a Material Adverse Effect could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the SubsidiaryMaterial Subsidiaries. To the knowledge of the Corporation, no No officer, director, employee or securityholder of the Corporation or the Subsidiary Material Subsidiaries has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Subsidiary Material Subsidiaries except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary Material Subsidiaries such as for accrued vacation pay or other amounts or matters which would not be material to the CorporationCorporation or the Material Subsidiaries.

Non-Arm’s Length Transactions. Neither Except as disclosed in the Information, neither the Corporation nor the or any Subsidiary owes any amount to, nor has the Corporation or the any Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at "“arm's ’s length" ” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the a Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm's ’s length with the Corporation and the SubsidiarySubsidiaries. No officer officer, director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the any Subsidiary which would reasonably be expected to have a Material Adverse Effect could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. To the knowledge of the Corporation, no No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Neither Except as disclosed in the Information, neither the Corporation nor the any Subsidiary owes any amount to, nor has the Corporation or the any Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at "“arm's ’s length" ” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm's ’s length with the Corporation and the SubsidiarySubsidiaries. No officer officer, director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the any Subsidiary which would reasonably be expected to have a Material Adverse Effect could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. To the knowledge of the Corporation, no No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the any Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Neither Except as disclosed in the Disclosure Documents, neither the Corporation nor the Subsidiary owes any amount to, nor has the Corporation or the Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at "arm's length" (as such term is defined in the Income Tax Act (Canada)) with any of them except for employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm's length with the Corporation and the Subsidiary. No officer or employee of the Corporation or the Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary which would reasonably be expected to have a Material Adverse Effect on the ability to properly perform the services to be performed by such Person for the Corporation or the Subsidiary. To the knowledge of the Corporation, no officer, director, employee or securityholder of the Corporation or the Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.