Page 53 - Listing Partners Pre Listing Offering

(b) The Subscriber and the Disclosed Principal, if any, agree to indemnify and hold harmless the Corporation and its respective directors, officers, employees, agents, legal and other advisers and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation, warranty or covenant of the Subscriber and each Disclosed Subscriber, if any, contained herein or in any document furnished by the Subscriber and each Disclosed Subscriber, if any, to the Corporation in connection herewith being untrue in any material respect or any breach of or failure to comply with a covenant by the Subscriber or Disclosed Subscriber, if any, contained herein or in any document furnished by the Subscriber to the Corporation in connection herewith.
ARTICLE 7 - COVENANTS AND AGREEMENTS OF THE CORPORATION 7.1 No Conflicting Agreements
The Corporation will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the obligations to the Subscribers under this Subscription Agreement.
7.2 Use of Proceeds
The Corporation intends to use the net proceeds from the sale of the Common Shares for business development and general working capital purposes.
ARTICLE 8 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS 8.1 Survival of Representations, Warranties and Covenants of the Subscriber
The representations, warranties and covenants of the Subscriber made on its own behalf and on behalf of any Disclosed Principal, contained in this Subscription Agreement shall survive the Closing.
ARTICLE 9 - GENERAL
9.1 Further Assurances
Each of the parties hereto upon the request of each of the other parties hereto, whether before or after the Closing Time, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.
9.2 Notices
(a) Any notice, direction or other instrument required or permitted to be given to any party hereto shall be in writing and shall be sufficiently given if delivered personally, or transmitted by facsimile tested prior to transmission to such party, as follows:
(i) in the case of the Corporation, to: