Common use of Conditions for the Benefit of the Buyer Clause in Contracts

Conditions for the Benefit of the Buyer. The purchase by the Buyer of the Company Shares is subject to the following conditions, which are for the exclusive benefit of the Buyer and which are to be performed or complied with at or prior to the time of Closing: (i) the representations and warranties set forth in Sections 3(a) and 4 will be true and correct in all material respects (and for this purpose all materiality qualifications in such representations and warranties will be disregarded) as at the time of Closing with the same force and effect as if made at and as of such time; (ii) the Sellers will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Sellers at or prior to the time of Closing; (iii) the Buyer will be furnished with such certificates of officers of the Company and of the Sellers as the Buyer or the Buyer’s counsel may reasonably require in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Sellers at or prior to the time of Closing have been performed or complied with, in all material respects, and that the representations and warranties in Sections 3(a) and 4 are true and correct in all material respects as at the time of Closing; (iv) there will have been obtained from all appropriate governmental authorities such approvals or consents as are required to permit the change of ownership of the Company Shares contemplated hereby and to permit the Business of the Company to be carried on by the Buyer as now conducted; (v) the Sellers will have obtained any consents or waivers of third parties required to sell and transfer the Company Shares to the Buyer and to allow the Buyer to cause the Company to conduct the Company’s Business as it is conducted prior to the time of Closing; without limiting the generality of the foregoing, the Sellers shall have obtained consents to the change of control resulting from the Transaction under each of the contracts referred to in Section 4(p) of the Disclosure Schedule which specify that consent is required; (vi) no action or proceeding will be pending or threatened by any person or governmental authority to enjoin, restrict or prohibit the sale and purchase of the Shares contemplated hereby, or the right of the Buyer or the Company to conduct the Business of the Company; (vii) no Material Adverse Effect will have occurred from January 31, 2007 to the time of Closing; (viii) the Financing shall have been completed to the satisfaction of the Buyer in its sole discretion; (ix) the Principals shall have executed the Consulting Agreements; (x) all directors of the Company shall resign and the officers of the Company specified by the Buyer shall resign their respective offices; (xi) the Sellers and all directors and officers of the Company shall release the Company from any and all possible claims against the Company arising from any act, matter or thing arising at or prior to the time of Closing; provided, however, that no such release shall apply to indemnification by the Company of any third party claims that may be made against the Sellers in their capacity as former directors and officers (to the extent provided by the terms of indemnities previously provided by the Company); (xii) all necessary steps and proceedings will have been taken to permit the Company Shares to be duly and regularly transferred to and registered in the name of the Buyer; (xiii) the Company’s bank shall have agreed to continue the existing $500,000 (Canadian) credit facility on the same terms and conditions as currently apply, except for the release of the guarantees of the Principals, and the Bank shall have waived the current defaults by the Company in respect of certain financial covenants for a period and on terms acceptable to the Buyer (or, alternatively, the Buyer shall have made arrangements to refinance the Company’s credit facility with another bank on terms acceptable to the Buyer); (xiv) the Amalgamation shall have been carried out pursuant to articles of amalgamation and other agreements and corporate proceedings which are consistent with those described in Annex III attached hereto and on terms acceptable to the Buyer; (xv) all Excluded Liabilities shall have been fully discharged and the Company shall have been released therefrom to the satisfaction of the Buyer; (xvi) the Buyer shall be satisfied that the Company’s relationship with Kodak after Closing will continue for the foreseeable future in substantially the same manner as prior to Closing; (xvii) none of the Key Employees shall have resigned or indicated their intention to resign from employment with the Company; (xviii) the Buyer will be satisfied with the terms of the sales support services agreements made between the Company and two former sales support staff, and will be satisfied that the change of such staff from employees to contractors will not likely have any Material Adverse Effect on the Business; and (xix) the Buyer will be satisfied with: (A) the audited financial statements of the Partnership and the audited financial statements of the Company for the Most Recent Fiscal Year End and the Most Recent Financial Statements for the Most Recent Fiscal Month End, as referred to in §4(g)(ii), (v) and (vi) hereof; (B) the 2007 forecast referred to in §4(g); (C) the results of any due diligence inquiries made by the Buyer arising out of such Financial Statements, financial forecast and the financial condition of the Company as reflected thereby; and (D) the form and substance of the Tax Returns for the Predecessors for the periods ended September 30, 2006.

Conditions for the Benefit of the Buyer. The purchase by the Buyer of the Company Shares is subject to the following conditions, which are for the exclusive benefit of the Buyer and which are to be performed or complied with at or prior to the time of Closing: (ia) the representations and warranties set forth in Sections 3(a) §3.1 and §4 will be true and correct in all material respects (and for this purpose all materiality qualifications in such representations and warranties will be disregarded) as at the time of Closing with the same force and effect as if made at and as of such time; (iib) the Sellers will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Sellers at or prior to the time of Closing; (iii) the Buyer will be furnished with such certificates of officers of the Company and of the Sellers as the Buyer or the Buyer’s counsel may reasonably require in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Sellers at or prior to the time of Closing have been performed or complied with, in all material respects, and that the representations and warranties in Sections 3(a) and 4 are true and correct in all material respects as at the time of Closing; (ivc) there will have been obtained from all appropriate governmental authorities such approvals or consents as are required to permit the change of ownership of the Company Shares contemplated hereby and to permit the Business of the Company to be carried on by the Buyer as now conducted; (vd) the Sellers will have obtained any consents or waivers of third parties required to sell and transfer the Company Shares to the Buyer and to allow the Buyer to cause the Company to conduct the Company’s Business as it is conducted prior to the time of Closing; without limiting the generality of the foregoing, the Sellers shall have obtained consents to the change of control resulting from the Transaction under each of the contracts contracts, if any, referred to in Section 4(p§4.1(c) of the Disclosure Schedule which specify that consent is required; (vie) no action or proceeding will be pending or threatened by any person or governmental authority to enjoin, restrict or prohibit the sale and purchase of the Shares contemplated hereby, or the right of the Buyer or the Company to conduct the Business of the Company; (vii) no Material Adverse Effect will have occurred from January 31, 2007 to the time of Closing; (viiif) the Financing shall have been completed to the satisfaction of the Buyer in its sole discretion; (ix) the Principals Sellers shall have executed the Consulting Agreements; (xg) all directors of the Company shall resign and the officers elected officers, of which there are only two, those being each of the Sellers, of the Company specified by the Buyer shall resign their respective offices; (xih) the Sellers and all directors and officers of the Company shall release the Company from any and all possible claims against the Company arising from any act, matter or thing arising at or prior to the time of Closing; provided, however, that no such release shall apply to indemnification except in respect of claims made against the Sellers by the Buyer pursuant to this Agreement, the Sellers may make a claim at any time against the Company for protection, defense and indemnification pursuant to the bylaws, any applicable law, and/or for defense, liability and indemnification coverage under any policy of any third party claims that may be made against insurance the benefits of which run directly or indirectly to the Sellers in their capacity as a former directors director, owner or employee of the Company and officers (to the extent provided such claims shall not be released by the terms of indemnities previously provided by the Company);Sellers; and (xii) all necessary steps and proceedings will have been taken to permit the Company Shares to be duly and regularly transferred to and registered in the name of the Buyer; (xiii) the Company’s bank shall have agreed to continue the existing $500,000 (Canadian) credit facility on the same terms and conditions as currently apply, except for the release of the guarantees of the Principals, and the Bank shall have waived the current defaults by the Company in respect of certain financial covenants for a period and on terms acceptable to the Buyer (or, alternatively, the Buyer shall have made arrangements to refinance the Company’s credit facility with another bank on terms acceptable to the Buyer); (xiv) the Amalgamation shall have been carried out pursuant to articles of amalgamation and other agreements and corporate proceedings which are consistent with those described in Annex III attached hereto and on terms acceptable to the Buyer; (xvi) all Excluded Liabilities shall have been fully discharged and the Company shall have been released therefrom to the satisfaction of the Buyer; (xvi) the Buyer shall be satisfied that the Company’s relationship with Kodak after Closing will continue for the foreseeable future in substantially the same manner as prior to Closing; (xvii) none of the Key Employees shall have resigned or indicated their intention to resign from employment with the Company; (xviii) the Buyer will be satisfied with the terms of the sales support services agreements made between the Company and two former sales support staff, and will be satisfied that the change of such staff from employees to contractors will not likely have any Material Adverse Effect on the Business; and (xix) the Buyer will be satisfied with: (A) the audited financial statements of the Partnership and the audited financial statements of the Company for the Most Recent Fiscal Year End and the Most Recent Financial Statements for the Most Recent Fiscal Month End, as referred to in §4(g)(ii), (v) and (vi) hereof; (B) the 2007 forecast referred to in §4(g); (C) the results of any due diligence inquiries made by the Buyer arising out of such Financial Statements, financial forecast and the financial condition of the Company as reflected thereby; and (D) the form and substance of the Tax Returns for the Predecessors for the periods ended September 30, 2006.

Conditions for the Benefit of the Buyer. The purchase by the Buyer of the Company Shares is subject to the following conditions, which are for the exclusive benefit of the Buyer and which are to be performed or complied with at or prior to the time of Closing: (ia) the representations and warranties set forth in Sections 3(a) Section 3.1 and Section 4 will be true and correct in all material respects (and for this purpose all materiality qualifications in such representations and warranties will be disregarded) as at the time of Closing with the same force and effect as if made at and as of such time; (iib) the Sellers Seller will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Sellers Seller at or prior to the time of Closing; (iii) the Buyer will be furnished with such certificates of officers of the Company and of the Sellers as the Buyer or the Buyer’s counsel may reasonably require in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Sellers at or prior to the time of Closing have been performed or complied with, in all material respects, and that the representations and warranties in Sections 3(a) and 4 are true and correct in all material respects as at the time of Closing; (ivc) there will have been obtained from all appropriate governmental authorities such approvals or consents as are required to permit the change of ownership of the Company Shares contemplated hereby and to permit the Business of the Company to be carried on by the Buyer as now conducted; (vd) the Sellers Seller will have obtained any consents or waivers of third parties required to sell and transfer the Company Shares to the Buyer and to allow the Buyer to cause the Company to conduct the Company’s Business as it is conducted prior to the time of Closing; without limiting the generality of the foregoing, the Sellers Seller shall have obtained consents to the change of control resulting from the Transaction under each of the contracts contracts, if any, referred to in Section 4(p) of the Disclosure Schedule which specify that consent is requiredrequired and for which Buyer has specifically requested Seller to obtain such consent; (vie) no action or proceeding will be pending or threatened by any person or governmental authority to enjoin, restrict or prohibit the sale and purchase of the Shares contemplated hereby, or the right of the Buyer or the Company to conduct the Business of the Company; (vii) no Material Adverse Effect will have occurred from January 31, 2007 to the time of Closing; (viii) the Financing shall have been completed to the satisfaction of the Buyer in its sole discretion; (ix) the Principals shall have executed the Consulting Agreements; (xf) all directors of the Company shall resign and the elected officers of the Company specified by the Buyer shall resign their respective officesoffices unless Buyer requests that any such officer not resign. To the extent Buyer requires a resignation of any employee, it is understood and agreed that Buyer will be responsible for all pay in lieu of notice, severance, or other post-termination amounts due to such employee as a result of the forced resignation; (xig) the Sellers Seller and all directors and officers (subject to Buyer’s achieving a satisfactory agreement with Xxxxx Xxxxx as contemplated in Section 6.1(k) below) of the Company shall release the Company from any and all possible claims against the Company arising from any act, matter or thing arising at or prior to the time of Closing; provided, however, that no such release shall apply to indemnification by the Company except in respect of any third party claims that may be made against the Sellers Seller by the Buyer pursuant to this Agreement, the Seller may make a claim at any time against the Company for protection, defense and indemnification pursuant to the bylaws, any applicable law, and/or for defense, liability and indemnification coverage under any policy of insurance the benefits of which run directly or indirectly to the Seller in their capacity as a former directors director, owner or employee of the Company and officers (to the extent provided such claims shall not be released by the terms of indemnities previously provided by the Company)Seller; (xiih) all necessary steps and proceedings will have been taken to permit the Company Shares to be duly and regularly transferred to and registered in the name of the Buyer; (xiii) the Company’s bank shall have agreed to continue the existing $500,000 (Canadian) credit facility on the same terms and conditions as currently apply, except for the release of the guarantees of the Principals, and the Bank shall have waived the current defaults by the Company in respect of certain financial covenants for a period and on terms acceptable to the Buyer (or, alternatively, the Buyer shall have made arrangements to refinance reached an agreement with Kodak Canada Inc. regarding the Company’s credit facility with another bank on terms acceptable Kodak Service Agreement in a form and substance satisfactory to the Buyer);; and (xiv) the Amalgamation shall have been carried out pursuant to articles of amalgamation and other agreements and corporate proceedings which are consistent with those described in Annex III attached hereto and on terms acceptable to the Buyer; (xv) all Excluded Liabilities shall have been fully discharged and the Company shall have been released therefrom to the satisfaction of the Buyer; (xvii) the Buyer shall be satisfied that the Company’s relationship have reached an agreement with Kodak after Closing will continue for the foreseeable future Xxxxx Xxxxx regarding certain employment matters in substantially the same manner as prior to Closing; (xvii) none of the Key Employees shall have resigned or indicated their intention to resign from employment with the Company; (xviii) the Buyer will be satisfied with the terms of the sales support services agreements made between the Company and two former sales support staff, and will be satisfied that the change of such staff from employees to contractors will not likely have any Material Adverse Effect on the Business; and (xix) the Buyer will be satisfied with: (A) the audited financial statements of the Partnership and the audited financial statements of the Company for the Most Recent Fiscal Year End and the Most Recent Financial Statements for the Most Recent Fiscal Month End, as referred to in §4(g)(ii), (v) and (vi) hereof; (B) the 2007 forecast referred to in §4(g); (C) the results of any due diligence inquiries made by the Buyer arising out of such Financial Statements, financial forecast and the financial condition of the Company as reflected thereby; and (D) the a form and substance of satisfactory to the Tax Returns for the Predecessors for the periods ended September 30, 2006Buyer.

Conditions for the Benefit of the Buyer. The purchase by obligation of the Buyer of to consummate the Company Shares Transaction is subject to the satisfaction of, or compliance with, or waiver by the Buyer of, at or prior to the Closing Time, each of the following conditions, conditions (each of which are is acknowledged to be for the exclusive benefit of the Buyer and which are to be performed or complied with at or prior to the time of Closing:Buyer): (ia) the SISP shall have been conducted in accordance with its terms and the terms of the SISP Order; (b) the Approval and Vesting Order shall have been obtained by no later than May 31, 2023, or such later date as the Buyer may agree to in writing, and shall be Final; (c) the Fundamental Representations (Seller) shall be true and correct in all but de minimis respects on and as of the Closing Date with the same effect as though made at and as of such date; (d) the representations and warranties set forth in Sections 3(aSection 4.5 (No Consents or Conflicts) and 4 will Section 4.14(c) (Material Contracts) shall be true and correct in all material respects on and as of the Closing Date with the same effect as through made at and as of such date; (and for this purpose e) except as would not have or would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate, all materiality qualifications in such representations and warranties will of the Seller set out in this Agreement, including those set forth in Article 4 and Article 6, other than the Fundamental Representations (Seller) and the representations and warranties in Section 4.5 (No Consents or Conflicts) and Section 4.14(c) (Material Contracts), shall be disregarded) true and correct as at of the time of date hereof and the Closing Date with the same force and effect as if such representations or warranties were made at on and as of such timedate; provided, however, that: (i) if a representation and warranty is qualified by a materiality or Material Adverse Effect qualification, such qualification shall be disregarded for the purposes of this Section 7.2(e); and (ii) if a representation or warranty speaks only as of a specific date it only needs to be true and correct as of that date; (iif) the Sellers will have performed or complied with all of the terms, covenants and conditions of contained in this Agreement to be performed or complied with by the Sellers Seller at or prior to the time of Closing; (iii) the Buyer will be furnished with such certificates of officers of the Company and of the Sellers as the Buyer or the Buyer’s counsel may reasonably require in order to establish that the terms, covenants and conditions contained in this Agreement to Closing Time shall have been performed or complied with by the Sellers at or prior to the time of Closing have been performed or complied with, in all material respects, and that the representations and warranties in Sections 3(a) and 4 are true and correct in all material respects as at the time of ClosingClosing Time; (ivg) from the date of this Agreement, there will shall not have been obtained from all appropriate governmental authorities such approvals or consents as are required to permit the change of ownership of the Company Shares contemplated hereby and to permit the Business of the Company to be carried on by the Buyer as now conductedoccurred any Material Adverse Change; (vh) the Sellers will have obtained any consents or waivers of third parties required to sell and transfer the Company Shares to the Buyer and to allow the Buyer to cause the Company to conduct the Company’s Business as it is conducted prior to the time of Closing; without limiting the generality of the foregoing, the Sellers shall have obtained consents to the change of control resulting from the Transaction under each of the contracts referred to in Section 4(p) of the Disclosure Schedule which specify that consent is required; (vi) no action or proceeding will be pending or threatened by any person or governmental authority to enjoin, restrict or prohibit the sale and purchase of the Shares contemplated hereby, or the right of the Buyer or the Company to conduct the Business of the Company; (vii) no Material Adverse Effect will have occurred from January 31, 2007 to the time of Closing; (viii) the Financing shall have been completed to received a certificate confirming the satisfaction of the Buyer conditions contained in its sole discretion; (ixSections 7.2(c), 7.2(e), 7.2(f) the Principals shall have executed the Consulting Agreements; (xand 7.2(g) all directors signed for and on ​ ​ behalf of the Company shall resign and the officers Seller without personal liability by an executive officer of the Company specified by the Buyer shall resign their respective offices; (xi) the Sellers and all directors and officers of the Company shall release the Company from any and all possible claims against the Company arising from any act, matter Seller or thing arising at or prior to the time of Closing; provided, however, that no such release shall apply to indemnification by the Company of any third party claims that may be made against the Sellers in their capacity as former directors and officers (to the extent provided by the terms of indemnities previously provided by the Company); (xii) all necessary steps and proceedings will have been taken to permit the Company Shares to be duly and regularly transferred to and registered in the name of the Buyer; (xiii) the Company’s bank shall have agreed to continue the existing $500,000 (Canadian) credit facility on the same terms and conditions as currently apply, except for the release of the guarantees of the Principals, and the Bank shall have waived the current defaults by the Company in respect of certain financial covenants for a period and on terms acceptable to the Buyer (or, alternatively, the Buyer shall have made arrangements to refinance the Company’s credit facility with another bank on terms other Persons reasonably acceptable to the Buyer); (xiv) the Amalgamation shall have been carried out pursuant to articles of amalgamation , in each case in form and other agreements and corporate proceedings which are consistent with those described in Annex III attached hereto and on terms acceptable substance reasonably satisfactory to the Buyer; (xv) all Excluded Liabilities shall have been fully discharged and the Company shall have been released therefrom to the satisfaction of the Buyer; (xvii) the Buyer shall be satisfied have received Consents and Approvals in respect of Contracts with Materials Customers, Material Suppliers (including the WestJet Contract) and any Permits and Licenses from a Governmental Authority; (j) the Buyer shall have obtained any consents that are necessary, as determined in the Buyer’s sole discretion, acting reasonably, to effect the Reserve Agreement Assignment and Assumption such that the Company’s relationship Reserve Agreement Assignment and Assumption Agreement shall have become effective, or shall become effective contemporaneously with Kodak after Closing will continue for the foreseeable future in substantially the same manner as prior to Closing; (xviik) none of the Key Employees Seller shall have resigned or indicated their intention delivered the Cure Costs Schedule to resign from employment with the Company; (xviii) the Buyer will be satisfied with by no later than seven (7) days prior to the terms of Closing Date, or such other date as the sales support services agreements made between the Company and two former sales support staff, and will be satisfied that the change of such staff from employees Buyer may agree to contractors will not likely have any Material Adverse Effect on the Businessin writing; and (xixl) the Buyer will be satisfied with: (A) shall have received from the audited financial statements Seller each of the Partnership and the audited financial statements of the Company for the Most Recent Fiscal Year End and the Most Recent Financial Statements for the Most Recent Fiscal Month End, as referred to closing deliveries listed in §4(g)(iiSection 11.2(a), (v) together with all such other instruments of assignment or conveyance, and (vi) hereof; (B) the 2007 forecast referred to in §4(g); (C) the results of any due diligence inquiries made other documents, instruments and certificate, duly executed by the Buyer arising out of such Financial StatementsSeller as shall be reasonably requested by the Buyer, financial forecast and the financial condition of the Company as reflected thereby; and (D) in the form and substance reasonably acceptable to the Buyer, or reasonably necessary to transfer the Purchased Assets to the Buyer free and clear of all Encumbrances (other than Permitted Encumbrances) in accordance with this Agreement. The foregoing conditions are for the exclusive benefit of the Tax Returns for Buyer. Any condition in this Section 7.2 may be waived by the Predecessors for Buyer in whole or in part, without prejudice to any of its rights of termination in the periods ended September 30, 2006event of non-fulfillment of any other condition in whole or in part. Any such waiver shall be binding on the Buyer only if made in writing.