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

Conditions for the Benefit of the Purchaser. (1) The Purchaser's obligation to complete the purchase and sale of the Purchased Assets shall be subject to the following conditions precedent (the "Purchaser's Conditions") being satisfied or waived within the time frame stated: (a) at or before the Time of Closing, the Vendor shall deliver all documents in Section 6.2(1) required to be delivered by the Vendor, duly signed, declared and executed; (b) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser a certificate in the form of Exhibit 5.1(1)(b) attached hereto confirming that each of the representations and warranties of the Vendor as set out in Article 3 are true and accurate in all respects as at the Closing Time (other than such representations and warranties of the Vendor and the Shareholder that refer to a specified date, which need only be true and correct in all respects on and as of such specified date) and that the Vendor has performed all covenants required to be performed by it under Article 4; (c) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Assigned Agreements to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (d) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the License Rights to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (e) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Intellectual Property to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably including, without limitation, duly signed copies of the Trademark Assignment Agreements attached hereto as Exhibit 5.1(1)(e); and (f) at or before the Time of Closing, there shall not have occurred an event constituting a Material Adverse Effect. (2) The Purchaser's Conditions are for the Purchaser's sole benefit, and having been granted for good and valuable consideration and each may be waived unilaterally by the Purchaser at the Purchaser's election effected by notice in writing to the Vendor or as to any to be satisfied at the Time of Closing by proceeding with the Closing, and if any of the Purchaser's Conditions are not satisfied or waived within the time herein provided, then the Purchaser's obligations hereunder shall be at an end, including without limitation, the Purchaser's obligation to purchase the Purchased Assets. No waiver of any of the Purchaser's Conditions dealing with the representations and warranties of the Vendor shall in any manner affect the Purchaser's remedies in respect of any representation or warranty that is not true and correct or in respect of any obligations not fully performed and complied with.

Conditions for the Benefit of the Purchaser. (1a) The Purchaser's obligation to complete the purchase and sale of the Purchased Assets shall be Securities by the Purchaser is subject to the following conditions precedent (conditions, which are for the "Purchaser's Conditions") being satisfied exclusive benefit of the Purchaser and which are to be performed or waived within complied with at or prior to the time frame statedTime of Closing: (ai) the representations and warranties of the Corporation set forth in Section 3.1 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time except: (A) insofar as such representations and warranties are given as of a particular date and relate solely to such date; or (B) to the extent any of such representations and warranties have been waived by the Purchaser or affected by the transactions between the parties contemplated hereby; (xxx) xxx Purchaser will be furnished with such certificates or other instruments (including, without limiting the generality of the foregoing, a certified copy of resolutions of the board of directors of the Corporation approving the issuance of the Securities and the Share Purchase Warrants to the Purchaser) of the Corporation or of officers of the Corporation as the Purchaser or the Purchaser's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Corporation at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Corporation herein given are true and correct at the Time of Closing, subject to Section 5.1(a)(i) hereof; (iv) there will have been obtained from all appropriate federal, provincial, state, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the transactions contemplated hereby; (v) no action or proceeding will be pending or threatened by any person, government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit the purchase of the Securities as contemplated hereby. (vi) no material damage by fire or other hazard to the Assets will have occurred from the date hereof to the Time of Closing; (vii) all necessary steps and proceedings will have been taken to permit the Securities to be issued; (viii) the Corporation and the Purchaser shall have executed and delivered a Registration Rights Agreement in the form attached as Schedule 5.1 (a)(viii). (ix) on or before the Time of Closing, the Vendor Purchaser shall deliver all documents be fully satisfied, in Section 6.2(1its sole discretion, with the results of its due diligence inquiries; (x) required the Corporation, the Purchaser, Steexx, 005489 Ontario Inc., and other parties will have entered into a voting agreement in the form attached as Schedule 5.1(a)(x) hereto; (xi) the Corporation will have delivered to the Purchaser a favorable opinion of their counsel substantially in the form attached hereto as Schedule 5.1 (a)(xi); (xii) (financial or otherwise) of the Corporation or on the ability of the Corporation to perform its obligations hereunder; (xiii) the Corporation's subsidiary IMSI shall have closed the purchase of the capital stock of 1188980 Ontario Ltd. in escrow subject only to payment of the portion of the purchase price to be delivered satisfied by the Vendoruse of a portion of the funds due hereunder; (xiv) the Corporation shall have satisfied the account of Purchaser's Canadian legal counsel Gowling, duly signedStrathy & Hendxxxxx xxx U.S. legal counsel Stradley, declared Ronon, Stevxxx & Young, LLP; (xv) the Corporation will have issued Share Purchase Warrants to the Purchaser (the "Southbridge Share Purchase Warrants") in the following amounts and executedwith the following primary terms: (A) Share Purchase Warrants to acquire 200,000 Common Shares upon payment of the exercise price of $2.25 per Common Share, which warrants shall expire at 5:00 p.m. Toronto time on the second anniversary date of the date of this Agreement. (B) Share Purchase Warrants to acquire 200,000 Common Shares upon payment of the exercise price of $2.625 per Common Share, which warrants shall expire at 5:00 p.m. Toronto time on the second anniversary date of the date of this Agreement. (xvi) the Corporation shall have executed and delivered a financing participation agreement in the form attached hereto as Schedule 5.1 (a)(xvi); (xvii) the Corporation shall have executed and delivered the Escrow Agreement; (xviii) the board of directors of the Corporation as constituted as of August 1, 1998 shall have executed and delivered to the Purchaser a letter approving, in accordance with the Steexx Employment Agreement (defined below), as members of the Board, the SI Nominees, the FOF/BMCC Nominee and the DC Foods Nominee provided that the names of such nominees are known at the Time of Closing; and (xix) Michxxx Xxxxxx xxxll have executed and delivered to the Purchaser a confirmation that the appointment to the Board of the SI Nominees, the FOF/BMCC Nominee and the DC Foods Nominee shall not constitute a "Fundamental Change" as that term is defined in the employment agreement 27 - 27 - dated August 1, 1998 between the Corporation and Michxxx Xxxxxx (xxe "Steexx Xxxloyment Agreement"). (b) In case any term or covenant of the Corporation or condition to be performed or complied with for the benefit of the Purchaser at or before prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor shall have delivered Purchaser, without limiting any other right that the Purchaser has, may at its sole option, either: (i) rescind this Agreement by notice to the Corporation and in such event the Purchaser a certificate will be released from all obligations hereunder: or (ii) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the form event of Exhibit 5.1(1)(b) attached hereto confirming that each non-performance of any other term, covenant or condition in whole or in part; and, if the representations and warranties of the Vendor as set out in Article 3 are true and accurate in all respects as at the Closing Time Purchaser rescinds this Agreement pursuant to Section 5.1 (other than such representations and warranties of the Vendor and the Shareholder that refer to a specified date, which need only be true and correct in all respects on and as of such specified date) and that the Vendor has performed all covenants required to be performed by it under Article 4; (c) at or before the Time of Closingb)(i), the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Assigned Agreements to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (d) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the License Rights to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (e) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Intellectual Property to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably including, without limitation, duly signed copies of the Trademark Assignment Agreements attached hereto as Exhibit 5.1(1)(e); and (f) at or before the Time of Closing, there shall not have occurred an event constituting a Material Adverse EffectCorporation will also be released from all obligations hereunder. (2) The Purchaser's Conditions are for the Purchaser's sole benefit, and having been granted for good and valuable consideration and each may be waived unilaterally by the Purchaser at the Purchaser's election effected by notice in writing to the Vendor or as to any to be satisfied at the Time of Closing by proceeding with the Closing, and if any of the Purchaser's Conditions are not satisfied or waived within the time herein provided, then the Purchaser's obligations hereunder shall be at an end, including without limitation, the Purchaser's obligation to purchase the Purchased Assets. No waiver of any of the Purchaser's Conditions dealing with the representations and warranties of the Vendor shall in any manner affect the Purchaser's remedies in respect of any representation or warranty that is not true and correct or in respect of any obligations not fully performed and complied with.

Conditions for the Benefit of the Purchaser. (1) The Purchaser's obligation to complete sale by the Vendor and the purchase and sale by the Purchaser of the Purchased Assets shall be Shares is subject to the following conditions precedent (which are for the "Purchaser's Conditions") being satisfied exclusive benefit of the Purchaser to be performed or waived within complied with at or prior to the time frame statedTime of Closing: (a) the representations and warranties of the Vendor and Xxxxxxxxx International set forth in Section 3.01 shall be true and correct at or before the Time of ClosingClosing with the same force and effect as if made at and as of such time (except for representations and warranties that are made as of a specific date, which shall be true and correct as of that date), except to the Vendor shall deliver all documents in Section 6.2(1) required extent that any breaches, inaccuracies or failures of such representations and warranties to be delivered by so true and correct would not individually, or in the Vendoraggregate, duly signedhave a Material Adverse Effect provided that this clause shall not, declared and executedwhere a specific representation is qualified as to materiality, be deemed to result in a double-materiality standard; (b) the Vendor and Xxxxxxxxx International shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with it at or before prior to the Time of ClosingClosing except to the extent that failure to perform or comply would not individually, or in the aggregate, have a Material Adverse Effect; (c) the Vendor shall have delivered to the Purchaser a certificate executed on its behalf by its duly authorized officer certifying that the conditions set forth in the form of Exhibit 5.1(1)(b) attached hereto confirming that each of the representations and warranties of the Vendor as set out in Article 3 are true and accurate in all respects as at the Closing Time (other than such representations and warranties of the Vendor and the Shareholder that refer to a specified date, which need only be true and correct in all respects on and as of such specified dateSections 5.02(1)(a) and that the Vendor has performed all covenants required to be performed by it under Article 4; (cb) at or before the Time of Closing, the Vendor shall hereof have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Assigned Agreements to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonablybeen satisfied; (d) the Purchaser shall have been furnished with the documents referred to in Section 2.04(2) at or before prior to the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the License Rights to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (e) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Intellectual Property to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably including, without limitation, duly signed copies of the Trademark Assignment Agreements attached hereto as Exhibit 5.1(1)(e); and (f) at or before the Time of Closing, there shall not have occurred an event constituting a any Material Adverse Effect. (2) The Purchaser's Conditions are for Change from the Purchaser's sole benefit, and having been granted for good and valuable consideration and each may be waived unilaterally by the Purchaser at the Purchaser's election effected by notice in writing date hereof to the Vendor or as to any to be satisfied at the Time of Closing (it being acknowledged, for such purpose, that the withdrawal of all or any portion of any business provided by proceeding with CanWest and related entities to HCN Publications Company shall not constitute a Material Adverse Change); (f) the Intercompany Indebtedness shall have been repaid or eliminated without giving rise to debt forgiveness for the purposes of the ITA; (g) all directors and officers of the Corporation, the Real Estate Companies and the Subsidiaries shall resign at the Closing; (h) other than debt owing to or from another Subsidiary, no Subsidiary shall have any outstanding bonds, debentures, notes, mortgages or other indebtedness for borrowed money at Closing; (i) all management agreements or services agreements payable by the Corporation or the Subsidiaries to Xxxxxxxxx International or its Affiliates will be terminated without any penalty, fee or costs to the Corporation or any Subsidiaries; and (j) all necessary corporate steps and if any proceedings shall have been taken to permit the Shares and the Real Estate Company Shares to be duly and transferred to and registered in the name of the Purchaser's Conditions are not satisfied or waived within the time herein provided, then the Purchaser's obligations hereunder shall be at an end, including without limitation, the Purchaser's obligation to purchase the Purchased Assets. No waiver of any of the Purchaser's Conditions dealing with the representations and warranties of the Vendor shall in any manner affect the Purchaser's remedies in respect of any representation or warranty that is not true and correct or in respect of any obligations not fully performed and complied with.

Conditions for the Benefit of the Purchaser. (1) The Purchaser's obligation to complete the purchase and sale of the Purchased Assets shall be subject to the following conditions precedent (the "Purchaser's Conditions") being satisfied or waived within the time frame stated: (a) at or before the Time of Closing, the Vendor shall deliver all documents in Section 6.2(16.2(2) required to be delivered by the Vendor, duly signed, declared and executed; (b) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser a certificate in the form of Exhibit 5.1(1)(b) attached hereto confirming that each of the representations and warranties of the Vendor and Guarantor as set out in Article 3 are true and accurate in all material respects as at the Closing Time (other than such representations and warranties of the Vendor and the Shareholder that refer to a specified date, which need only be true and correct in all material respects on and as of such specified date) and that the Vendor has performed all covenants required to be performed by it under Article 4; (c) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Assigned Agreements to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (d) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the License Rights to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (e) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Intellectual Property to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably including, without limitation, duly signed copies of the Trademark Assignment Agreements attached hereto as Exhibit 5.1(1)(e); and; (f) at or before the Time of Closing, there shall not have occurred an event constituting a Material Adverse Effect; and (g) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser confirmation that any and all licenses and/or use agreements, whether written or otherwise, with respect to the Intellectual Property, have been terminated, in a form satisfactory to the Purchaser's Solicitors, acting reasonably, other than with respect to those agreements which are Assigned Agreements. (2) The Purchaser's Conditions are for the Purchaser's sole benefit, and having been granted for good and valuable consideration and each may be waived unilaterally by the Purchaser at the Purchaser's election effected by notice in writing to the Vendor or as to any to be satisfied at the Time of Closing by proceeding with the Closing, and if any of the Purchaser's Conditions are not satisfied or waived within the time herein provided, then the Purchaser's obligations hereunder shall be at an end, including without limitation, the Purchaser's obligation to purchase the Purchased Assets. No waiver of any of the Purchaser's Conditions dealing with the representations and warranties of the Vendor shall in any manner affect the Purchaser's remedies in respect of any representation or warranty that is not true and correct or in respect of any obligations not fully performed and complied with.

Conditions for the Benefit of the Purchaser. (1) The Purchaser's obligation of the Purchaser to complete the purchase and sale of the Purchased Assets shall Shares will be subject to the fulfilment of the following conditions precedent (at or before the "Purchaser's Conditions") being satisfied or waived within the time frame statedClosing Date: (a) at or before the Time of Closing, the Vendor shall deliver all documents in Section 6.2(1) required to be delivered by the Vendor, duly signed, declared and executed; (b) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser a certificate in the form of Exhibit 5.1(1)(b) attached hereto confirming that each of the The representations and warranties of the Vendor as set out made in Article 3 are this Agreement, and any other agreement or document delivered pursuant to this Agreement, will be true and accurate in all respects as at the Closing Time (other than such Date with the same force and effect as though those representations and warranties had been made as of the Closing Date (except where such agreement or document speaks to an earlier date). The Vendor and the Shareholder that refer to a specified date, which need only be true and correct in all respects on and as of such specified date) and that the Vendor has performed will have complied with all covenants required and agreements to be performed or caused to be performed by it under this Agreement, and any other agreement or document delivered pursuant to this Agreement, at or before the Closing Date. The completion of the Closing will not be deemed to constitute a waiver of any of the representations, warranties or covenants of the Vendor contained in this Agreement, or in any other agreement or document delivered pursuant to this Agreement. Those representations, warranties and covenants will continue in full force and effect as provided in Article 4II, or, if Article II does not apply, the terms of the agreement or document in which they are made; (b) Since the date of the Balance Sheet , there will not have been any change in any of the assets, Business, financial condition, earnings, results of operations or prospects of the Corporation, or any other event, development or condition of any character (whether or not covered by insurance) that has, or might reasonably be expected to have, a material adverse effect; (c) at All filings, notifications and consents with, to or before from Governmental Authorities and third parties, including the Time parties to the Material Contracts and the lessors of Closingthe leased properties, will have been made, given or obtained on terms acceptable to the Purchaser, acting reasonably, so that the transactions contemplated by this Agreement may be completed without resulting in the violation of, or a default under, or any termination, amendment or acceleration of any obligation under any licence, Permits, real property lease, or Material Contract of or affecting the Business. (d) The TSX Venture Exchange will have provided its acceptance, for the transactions contemplated herein; (e) The Shares will be free and clear of all Encumbrances on the Closing Date. (f) The Vendor shall will have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Assigned Agreements to the Purchaser following in a form and substance satisfactory to the Purchaser's Solicitors, acting reasonably: (i) certificates evidencing the Shares; (dii) duly executed resignations and releases effective as at or before the Time Closing Date of Closingeach director and officer of the Corporation, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the License Rights to the Purchaser in a form satisfactory to as specified by the Purchaser's Solicitors, acting reasonably; (eiii) at or before the Time of Closing, releases from the Vendor shall of all claims the Vendor may have delivered against the Corporation; (iv) [intentionally deleted]; (v) all books and records of and related to the Purchaser Corporation and the required documentation to transferBusiness, or otherwise assign, the Intellectual Property to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably including, without limitation, duly signed including copies of all of the Trademark Assignment Agreements attached hereto as Exhibit 5.1(1)(e)Insurance Policies; and (fvi) at or before the Time of Closing, there shall not have occurred an event constituting a Material Adverse Effect. (2) The Purchaser's Conditions are for the Purchaser's sole benefit, all documentation and having been granted for good and valuable consideration and each may be waived unilaterally other evidence reasonably requested by the Purchaser at in order to establish the Purchaser's election effected by notice in writing to the Vendor or as to any to be satisfied at the Time of Closing by proceeding with the Closing, due authorization and if any completion of the Purchaser's Conditions are not satisfied or waived within the time herein provided, then the Purchaser's obligations hereunder shall be at an endtransactions contemplated by this Agreement, including without limitation, the Purchaser's obligation to purchase taking of all corporate proceedings by the Purchased Assets. No waiver boards of any of the Purchaser's Conditions dealing with the representations directors and warranties shareholders of the Vendor shall in any manner affect and the Purchaser's remedies in respect Corporation required to effectively carry out the obligations of any representation or warranty that is not true the Vendor and correct or in respect of any obligations not fully performed and complied withthe Corporation pursuant to this Agreement.