STANDARDS IN CENTRAL NOVA
SCOTIA; (VI) EXCEPT AS PREVIOUSLY DISCLOSED TO PURCHASER, NO KNOWLEDGE OF THE
PRESENCE OF ANY SPECIES PROTECTED BY ENVIRONMENTAL LAWS ON THE REAL PROPERTY.
10.8.
NO MINING OPERATIONS.
EXCEPT AS SET
FORTH IN
SCHEDULE 1.1(B) UNDER THE HEADING "MINING ACTIVITY", THERE HAVE BEEN NO MINING
OPERATIONS CONDUCTED ON THE REAL PROPERTY OR ANY PORTION THEREOF DURING THE PAST
TEN (10) YEARS, AND SELLER HAS NO KNOWLEDGE OF ANY PROPOSED MINERAL EXTRACTION
OR MINING ACTIVITY ON THE REAL PROPERTY.
10.9.
FORM FIVE OCCUPATION.
TO THE KNOWLEDGE OF SELLER,
NEITHER THE WHOLE NOR A PORTION OF ANY OF THE REAL PROPERTY IS OCCUPIED WITHOUT
PERMISSION AND NO SUCH PERMISSION HAS BEEN GIVEN, EXCEPT AS CONTAINED IN THE
CONTRACTS AND LEASES.
10.10.
SELLER'S RESIDENCY.
SELLER IS NOT A NON-RESIDENT OF
CANADA WITHIN THE MEANING OF THE INCOME TAX ACT (CANADA).
11.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER HEREBY MAKES
THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO SELLER, EACH OF
WHICH (A) SHALL
SURVIVE CLOSING FOR A PERIOD OF TWELVE (12) MONTHS, (B) IS TRUE IN ALL MATERIAL
RESPECTS AS OF THE EFFECTIVE DATE, AND (C) SHALL BE TRUE IN ALL MATERIAL
RESPECTS AT CLOSING:
11.1.
ORGANIZATION.
PURCHASER IS A NOVA SCOTIA UNLIMITED
COMPANY AND IS DULY ORGANIZED AND VALIDLY EXISTING AND IS IN GOOD STANDING UNDER
THE LAWS OF THE PROVINCE OF NOVA SCOTIA AND HAS FULL POWER AND AUTHORITY TO
CARRY OUT ITS BUSINESS AS NOW CONDUCTED, TO ENTER INTO THIS AGREEMENT AND TO
CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREIN IN ACCORDANCE WITH THE TERMS
HEREOF.
11.2.
AUTHORIZATION; NO VIOLATION OR CONFLICTS.
THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY PURCHASER AND THE DUE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN DULY AND VALIDLY AUTHORIZED BY
ALL NECESSARY ACTION ON THE PART OF PURCHASER, AND THIS AGREEMENT CONSTITUTES A
VALID, ENFORCEABLE AND LEGALLY BINDING AGREEMENT OF PURCHASER EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, AND OTHER SIMILAR LAWS
AFFECTING CLAIMS AND RIGHTS GENERALLY AND GENERAL EQUITABLE PRINCIPLES.
NEITHER
THE
8
EXECUTION AND DELIVERY OF THIS AGREEMENT BY PURCHASER NOR THE CONSUMMATION BY
PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREIN, ALONE OR WITH THE PASSAGE OF
TIME DO OR WILL CONFLICT WITH OR CONSTITUTE A VIOLATION OF PURCHASER'S OPERATING
AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTATION OR AGREEMENTS OR RESULT IN THE
BREACH OF, OR THE IMPOSITION OF ANY LIEN ON ANY ASSETS OF PURCHASER PURSUANT TO,
OR CONSTITUTE A DEFAULT UNDER, ANY INDENTURE OR BANK LOAN OR CREDIT AGREEMENT,
OR OTHER AGREEMENT OR INSTRUMENT TO WHICH PURCHASER IS A PARTY OR BY WHICH
PURCHASER OR ANY OF ITS PROPERTIES MAY BE BOUND OR AFFECTED OR VIOLATE ANY
JUDGMENT, ORDER, DECREE, LAW, STATUTE OR GOVERNMENTAL RESTRICTION.
11.3.
SUITS, ACTIONS OR PROCEEDINGS.
THERE IS NO SUIT,
ACTION, ARBITRATION OR OTHER PROCEEDING PENDING OR TO PURCHASER'S KNOWLEDGE (AS
HEREINAFTER DEFINED) THREATENED BEFORE ANY COURT OR GOVERNMENTAL AGENCY, WHICH
MAY RESULT IN THE RESTRAINT OR PROHIBITION OF THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
11.4.
INSOLVENCY.
THERE ARE NO ATTACHMENTS,