TAX LEGISLATION OF ANY PROVINCE OF CANADA) ON ANY SALE, SUPPLY OR DELIVERY
WHATSOEVER, MADE BY THE CORPORATION;
(GG)
EXCEPT FOR THE EMPLOYMENT AGREEMENTS WITH LEIGH
CASSIDY AND FRED KELLY DATED NOVEMBER 15, 2005, THE CORPORATION IS NOT A PARTY
TO WRITTEN OR ORAL EMPLOYMENT AGREEMENTS OR CONSULTING AGREEMENTS OTHER THAN AS
HAS BEEN DISCLOSED TO THE AGENT IN WRITING;
(HH)
THERE ARE NO COMPLAINTS AGAINST THE CORPORATION
BEFORE ANY EMPLOYMENT STANDARDS BRANCH OR TRIBUNAL OR HUMAN RIGHTS TRIBUNAL,
NOR, TO THE KNOWLEDGE OF THE CORPORATION, ANY COMPLAINTS OR ANY OCCURRENCE WHICH
MIGHT LEAD TO A COMPLAINT UNDER ANY HUMAN RIGHTS LEGISLATION OR EMPLOYMENT
STANDARDS LEGISLATION. THERE ARE NO OUTSTANDING DECISIONS OR SETTLEMENTS OR
PENDING SETTLEMENTS UNDER APPLICABLE EMPLOYMENT STANDARDS LEGISLATION WHICH
PLACE ANY OBLIGATION UPON THE CORPORATION TO DO OR REFRAIN FROM DOING ANY ACT.
EXCEPT FOR NON-COMPLIANCE THAT IS NOT OR WOULD NOT RESULT IN A MATERIAL ADVERSE
EFFECT ON THE CORPORATION, THE CORPORATION IS CURRENTLY IN FULL COMPLIANCE WITH
ALL WORKERS' COMPENSATION, OCCUPATIONAL HEALTH AND SAFETY AND SIMILAR
LEGISLATION, INCLUDING PAYMENT IN FULL OF ALL AMOUNTS OWING THEREUNDER, AND
THERE ARE NO PENDING CLAIMS OR OUTSTANDING
14
ORDERS AGAINST EITHER OF THEM UNDER APPLICABLE WORKERS' COMPENSATION
LEGISLATION, OCCUPATIONAL HEALTH AND SAFETY OR SIMILAR LEGISLATION NOR HAS ANY
EVENT OCCURRED WHICH MAY GIVE RISE TO ANY SUCH CLAIM;
(II)
THE CORPORATE RECORDS AND MINUTE BOOKS OF
THE CORPORATION AS REQUIRED TO BE MAINTAINED BY IT UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION ARE UP-TO-DATE, IN ALL MATERIAL RESPECTS, AND
CONTAIN COMPLETE AND ACCURATE MINUTES OF ALL MEETINGS OF SHAREHOLDERS AND THE
BOARD OF DIRECTORS AND ANY COMMITTEES THEREOF AND ALL RESOLUTIONS CONSENTED TO
IN WRITING;
(JJ)
THE CORPORATION IS IN COMPLIANCE, AND AT
ALL TIMES HAS COMPLIED, WITH ALL APPLICABLE LAWS OTHER THAN NON-COMPLIANCE WHICH
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON
THE CORPORATION.
NO INVESTIGATION OR REVIEW BY ANY GOVERNMENTAL ENTITY WITH
RESPECT TO THE CORPORATION IS PENDING OR, TO THE KNOWLEDGE OF THE CORPORATION,
IS THREATENED, NOR HAS ANY GOVERNMENTAL ENTITY INDICATED IN WRITING AN INTENTION
TO CONDUCT THE SAME, OTHER THAN THOSE THE OUTCOME OF WHICH COULD NOT REASONABLY
BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT
ON THE CORPORATION;
(KK)
THE CORPORATION IS IN POSSESSION OF ALL
FRANCHISES, GRANTS, AUTHORIZATIONS, LICENSES, PERMITS, EASEMENTS, VARIANCES,
EXEMPTIONS, CONSENTS, CERTIFICATES, APPROVALS AND ORDERS NECESSARY TO OWN, LEASE
AND OPERATE ITS PROPERTIES AND TO LAWFULLY CARRY ON ITS BUSINESSES AS THEY ARE
NOW BEING CONDUCTED (COLLECTIVELY, THE "CORPORATION PERMITS"), EXCEPT WHERE THE
FAILURE TO BE IN POSSESSION OF SUCH CORPORATION PERMITS WOULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE CORPORATION, AND
THERE IS NO ACTION, PROCEEDING OR INVESTIGATION PENDING OR, TO THE KNOWLEDGE OF
THE CORPORATION, THREATENED REGARDING ANY OF THE CORPORATION PERMITS WHICH WOULD
HAVE A MATERIAL ADVERSE EFFECT ON THE CORPORATION.
THE CORPORATION IS NOT IN
CONFLICT WITH, OR IN DEFAULT OR VIOLATION OF ANY OF THE