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

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and; (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; and (d) the Purchaser will have delivered to the Vendor the New Lorus Note 1. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser Anooraq of the Purchased Assets Target Shares is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the completion of technical due diligence in respect of the Rietfontein Project, Kwanda Project, Drenthe-Overysel Project and any properties listed in Schedule A by the engineering and geological employees and advisers of the Vendor to the reasonable satisfaction of the Vendor; (b) Anooraq having Treasury of no less than $20,000,000; (c) the completion of legal due diligence in respect of Anooraq, Plateau and the Rietfontein Project, Kwanda Project, Drenthe-Overysel Project and any properties listed in Schedule A by the legal counsel of the Vendor to the reasonable satisfaction of the Vendor; (d) the approval of the performance by Anooraq of its obligations under this Agreement by the Board of Directors of Anooraq. (e) the representations and warranties of the Purchaser Anooraq set forth in Section 3.02 will 3.03 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (bf) the Purchaser will Anooraq shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser Anooraq at or prior to the Time of Closing; and (cg) the Vendor will shall be furnished with such certificates certificates, affidavits or other instruments statutory declarations of the Purchaser Anooraq or of officers of the Purchaser Anooraq as the Vendor or the Vendor’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 Purchaser Vendor at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Purchaser Anooraq herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser Anooraq or condition to be performed or complied with for the benefit of the Vendor (including any conditions for the benefit of both Parties) at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the VendorVendor may, without limiting any other right that the Vendor hasmay have, may at its sole option option, either: (a) rescind this Agreement by notice to the PurchaserAnooraq, and in such event the Vendor will shall be released from all obligations hereunder; (b) extend the date for the fulfillment of such condition by written notice to the Vendor no later than the Time of Closing, provided that no extension of the time for fulfillment of a condition for the benefit of both Parties shall be effective until each Party has delivered such a notice, in which event the Closing Date shall be extended to such agreed date; or (bc) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, provided that no condition may be waived if the Vendor rescinds effect of such waiver shall be that this Agreement pursuant to Section 5.02(2)(a), becoming effective or the Purchaser will also be released from all obligations hereunder unless performance by the term, covenant or condition for which the Vendor has rescinded Parties of this Agreement was one that the Purchaser had covenanted would then be unlawful or give rise to ensure had been performed any fine, penalty, prohibition or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachother sanction.

Conditions for the Benefit of the Vendor. (1) The sale Vendor shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) each of the representations and warranties of the Purchaser contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Vendor date hereof and the purchase Closing Date as though such representation and warranty was made on and as of the Closing Date (except to the extent that such representation and warranty was made as of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all respects as of such specified date) and each of the representations and warranties that is not so qualified shall be true and correct at and as of the date hereof and in all material respects as of the Closing Date as though such representation and warranty was made on and as of the Closing Date (except to the extent that such representation and warranty was made as of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all material respects as of such specified date); (b) the Purchaser has materially complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Purchaser on or before the Closing Date to the satisfaction of the Vendor, acting reasonably; (c) all corporate proceedings required to be taken by the Purchaser in connection with the Transactions are satisfactory in form and substance to the Vendor, acting reasonably, and the Vendor has received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the Transactions and the taking of all necessary corporate proceedings in connection therewith; (d) the requisite approval for the sale of the Purchased Assets is subject obtained at the Vendor Meeting; (e) all Permits required from all relevant Governmental Authorities to permit the completion of the Transactions have been obtained and are in full force and effect; (f) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; and (g) evidence, satisfactory to the following conditionsVendor of the termination of the agreements set out in Schedule 4.1(1)(g)(v) on terms and conditions which do not impose any material financial obligations on the Vendor, which are acting reasonably; (h) the Purchaser has caused to be delivered to the Vendor the following: (i) a certificate of status of the Purchaser or its equivalent under the laws of the jurisdiction of its incorporation; and (ii) a certificate of a senior officer of the Purchaser certifying the corporate status of the Purchaser, the Constating Documents of the Purchaser, certifying the resolutions of the board of directors of the Purchaser issuing the Consideration Shares and authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser, and certifying the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other document relating to the Transactions (iii) payment of the amounts required to be paid on the Closing Date under Section 2.5; (iv) certificates representing the Consideration Shares; (v) the Fairness Opinion; (vi) a certificate of the Purchaser in respect of its representations and warranties set out in Section 5.2 and in respect of its covenants and other obligations set out in this Agreement, substantially in the form of Schedule 4.2(1)(h)(vi); (vii) the Consulting Agreement(s), duly executed by the Purchaser; and (viii) any assumption agreement in the form required by any third Person that has a right of approval in respect of a sale, transfer, conveyance or assignment of any Purchased Asset or in respect of the assumption of any of the Assumed Liabilities, duly executed by the Purchaser. (i) The Vendor, acting reasonably, shall be satisfied with the results of its investigations pursuant to Section 6.5. (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 3.03 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement and the Transition Services Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and; (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement and the Ancillary Agreements to have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; (d) all Regulatory Approvals will have been obtained; (e) no action or proceeding will be pending or threatened by any Governmental Authority or other person, to enjoin, restrict or prohibit: (i) the sale and purchase of the Assets contemplated hereby, or (ii) the right of the Purchaser to conduct the Purchased Business; (f) the Purchaser will have delivered to the Vendor the Ancillary Agreements (other than the Transition Services Agreement, which is being executed and delivered coincident with this Agreement) executed by the Purchaser; (g) the Purchaser will have delivered to the Vendor opinions of the Purchaser’s Counsel and the Purchaser’s In-house Counsel substantially in the forms set forth in Schedule 5.02(1)(g); and (h) the form and legality of all matters incidental to the Transactions will be subject to the approval of the Vendor’s Counsel, acting reasonably. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted covenanted, pursuant to Sections 4.02, 4.03, 4.04, 4.05 or 4.06, to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by Vendor’s obligations to the Purchaser of the Purchased Assets is pursuant hereto are subject to the following conditions, conditions (which are for the exclusive benefit of the Vendor) being satisfied in all respects at the Closing Time or such earlier time as is specified below, provided, however, that any such condition may be waived in writing by the Vendor, in whole or in part, at any time, without prejudice to any of the rights of the Vendor and which are to be performed or complied with at or prior to the Time of Closinghereunder: (a) the representations and warranties of the Purchaser set forth in Section 3.02 will this Agreement shall be true and correct in all material respects at the Closing Time of Closing with the same force and effect as if made at and as of such time, except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as at such date, and the Purchaser shall have delivered, on the Closing Date, a certificate confirming the foregoing dated the Closing Date, addressed to the Vendor and signed by two senior officers of the Purchaser; (b) the Purchaser will shall have performed or complied and performed, in all material respects, with all of the terms, covenants and conditions of obligations set forth in this Agreement to be complied with, and performed or complied with by by, the Purchaser at or prior to the Closing Time pursuant hereto, the Purchaser shall have delivered, on the Closing Date, a certificate confirming the foregoing dated the Closing Date, addressed to the Vendor and signed by two senior officers of Closingthe Purchaser; (c) there shall be no Order issued delaying, restricting or preventing, and no Claim pending or threatened by any Governmental Authority to enjoin, delay, restrict or prohibit the purchase and sale of any of the Purchased Assets, as contemplated hereby, or the right of the Purchaser to conduct the Purchased Business or to own or use the Purchased Assets following the Closing Time; and (cd) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice Purchaser shall have delivered all items it is required to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement deliver pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach6.3.

Conditions for the Benefit of the Vendor. (1a) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (ai) the representations and warranties of the Purchaser set forth in Section 3.02 6.2 will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (bii) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and; (ciii) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’s '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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; (iv) the Sprint Letter of Credit will be released and terminated; (v) the Purchaser shall have delivered to the Vendor a promissory note in the amount of US$500,000; (vi) the Purchaser shall have delivered to the Vendor a security agreement creating a security interest in the Purchased Assets in favour of the Vendor and securing the Purchaser's obligations under the aforementioned promissory note; (vii) the Purchaser shall have delivered to the Vendor a guarantee agreement by Teleplus Enterprises, Inc.. in favour of the Vendor guaranteeing the obligations of the Purchaser under the aforementioned promissory note; (viii) the Purchaser will have delivered to the Vendor a favourable opinion of the Purchaser's counsel in form and substance satisfactory to the Vendor, only as to the Purchaser's corporate existence, standing, and authority, as to due execution and delivery and as to enforceability. (2b) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: : (ai) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or or (bii) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a)Agreement, the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted covenanted, pursuant to Article 8, to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale by Vendor shall be obliged to complete the Vendor and the purchase by the Purchaser Transactions only if each of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with conditions precedent has been satisfied in full at or prior to before the Time time of ClosingClosing on the Closing Date: (a) the representations and warranties of the Purchaser set forth in Section 3.02 Purchaser’s Fundamental Representations will be true and correct in all respects as of the Agreement Date and at the Time time of Closing on the Closing Date with the same force and effect as if made at and as of such time, except for de minimis inaccuracies. The Purchaser’s General Representations will be true and correct as of the Agreement Date and at the time of Closing on the Closing Date with the same force and effect as if made at and as of such time, except (i) to the extent such representations and warranties are made only as of another date, including the Agreement Date, in which case such representations and warranties will be true and correct as of such other date, and (ii) to the extent the failure of such representations and warranties to be true and correct at such time would not, in the aggregate, have a Material Adverse Effect (it being understood that for the purposes of such determination, all such representations and warranties that are qualified as to “material”, “material respects”, “Material Adverse Effect” or words of similar import or effect will be deemed to have been made without such qualification); (b) the Purchaser will and the Parent have performed or complied with or performed, in all material respects, all of the termsobligations, covenants and conditions of agreements under this Agreement to be performed or complied with or performed by them on or before the Purchaser at or prior to time of Closing on the Time of Closing; andClosing Date; (c) there is no Order issued preventing, and no pending or threatened Proceeding, against any Party or the Vendor will be furnished with such certificates Corporation, for the purpose of enjoining or other instruments preventing, the completion of the Purchaser Transactions or of officers otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to such a Proceeding; (d) the Purchaser as the Vendor or has caused to be delivered to the Vendor’s counsel may reasonably think necessary : (i) evidence of all payments in order to establish that the terms, covenants accordance with Section 3.3(a) and conditions contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing(ii) all closing deliveries as required under Section 3.3. (2) In case any term or covenant Each of the Purchaser or condition to be performed or complied with conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that and the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) The sale by Vendor shall be obliged to complete the Vendor and the purchase by the Purchaser Transaction only if each of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with conditions precedent has been satisfied in full at or prior to before the Time of ClosingClosing Date: (a) all of the representations and warranties of the Purchaser set forth made in Section 3.02 will be this Agreement are true and correct at as of the Time of Closing Date with the same force and effect as if made at on and as of such timethe Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering into of this Agreement); (b) the Purchaser will have performed or complied with or performed all of the termsobligations, covenants and conditions of agreements under this Agreement to be performed or complied with or performed by the Purchaser at on or prior before the Closing Date to the Time satisfaction of Closing; andthe Vendor, acting reasonably; (c) the Purchaser shall have received final acceptance of the TSX-V to the Transaction and approval for listing of the Consideration Shares by the TSX-V subject only to customary post-closing conditions, together with all other regulatory and third party consents and approvals; (d) the Purchaser has caused to be delivered to the Vendor will the following: (i) a certificate signed by a senior officer of the Purchaser certifying the Constating Documents of the Purchaser, and certifying the resolutions of the board of directors of the Purchaser authorizing the issuance and delivery of the Consideration Shares, and the execution, delivery and performance of the NSR Agreement, and the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be furnished delivered by the Purchaser; (ii) evidence of issuance and delivery of the Consideration Shares in accordance with Section 2.2(b) hereof and the registration and delivery instructions provided by the Vendor; (iii) a copy of NSR Agreement, duly executed by the Purchaser; (iv) payment of the sum of $20,000 in accordance with Section 2.2(a) hereof; (v) a certificate signed by a senior officer of the Purchaser to the effect of Sections 3.3(1)(a) and (b), dated the Closing Date; and (vi) such certificates other documentation as the Vendor reasonably request in order to establish the completion of the Transaction; (e) there is no injunction or other instruments restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transaction is improper or would give rise to a Proceeding, under any Applicable Law; and (f) since the date of this Agreement there has not occurred any event which may have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Purchaser or of officers of the Purchaser as Purchaser's ability to complete the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of ClosingTransaction. (2) In case any term or covenant Each of the Purchaser or condition to be performed or complied with conditions set out in Section 3.3(1) is for the exclusive benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that and the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 will 3.03 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and; (c) the Vendor will shall be furnished with such certificates certificates, affidavits or other instruments statutory declarations of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing.; (2d) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part employment contracts on such terms as may be agreed upon without prejudice to any of its rights of rescission reasonable in the event of industry, including the usual car allowances, benefits, non-performance competition and non-solicitation provisions, shall be reached as set out below: Name Office Term Rxxxx Xxxxx President of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result Vertility 5 years Mxxxxxx Xxxxxx Vice President of such breach.Vertility 5 years

Conditions for the Benefit of the Vendor. (1) The purchase and sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditionsconditions to be fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Vendor and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingVendor in its sole discretion: (a) the The covenants, representations and warranties of the Purchaser set forth Purchasers contained in Section 3.02 will this Agreement shall be true and correct at as of the Time of Closing Date with the same force and effect as if such covenants, representations and warranties had been made at on and as of such timedate; (b) The Purchaser shall deliver releases by it and all Subsidiaries of the Vendor in respect of the Amended and Restated Debenture dated December 15th, 2010, and of each of the Principals in their capacity as directors of the Subsidiaries (excluding, for greater certainty, the obligations created herein or contemplated hereby); (c) The Purchaser shall discharge its security interest against the Vendor in connection with the Amended and Restated Debenture dated December 15th, 2010; (d) Delivery of certified resolutions of the Purchaser will have performed or complied with all of authorizing the terms, covenants execution and conditions delivery of this Agreement to be performed or complied with by and all matters required of the Purchaser at or prior to thereunder; (e) M&T Bank shall release the Time Vendor, the Holdcos and each of Closingthe Principals in respect of the outstanding M&T credit agreement and release all security interests held by it as against such releases; and (cf) the Vendor will The Addendum shall be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 terminated; and (g) Delivery by the Purchaser at or prior of its consent to the Time of Closing have been performed or complied with Reorganization and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closingall proceedings contemplated thereby. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and Vendor's obligation to complete the purchase by the Purchaser and sale of the Purchased Assets is shall be subject to the following conditions, which are for conditions precedent (the exclusive benefit of the Vendor and which are to be performed "Vendor's Conditions") being satisfied or complied with waived at or prior to before the Time of Closing: (a) the representations and warranties of the Purchaser set forth shall deliver all documents in Section 3.02 will 6.2(3) required to be true delivered by the Purchaser, duly signed, declared and correct at the Time of Closing with the same force and effect as if made at and as of such time;executed; and (b) the Purchaser will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior delivered to the Time Vendor a certificate in the form of Closing; and (cExhibit 5.2(1)(b) the Vendor will be furnished with such certificates or other instruments attached hereto confirming that each of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given as set out in Article 3 are true and correct accurate in all material respects at the Closing Time as at the Closing Time (other than such representations and warranties of Closingthe Purchaser 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 Purchaser has performed all covenants required to be performed by it under Article 4. (2) In case any term or covenant of The Vendor's Conditions are for the Vendor's sole benefit, and having been granted for good and valuable consideration and each may be waived unilaterally by the Vendor at the Vendor 's election effected by notice in writing to the Purchaser or condition as to any to be performed or complied with for the benefit of the Vendor satisfied at or prior to the Time of Closing has by proceeding with the Closing, and if any of the Vendor's Conditions are not been performed satisfied or complied with waived within the time herein provided, then the Vendor's obligations hereunder shall be at or prior to the Time of Closingan end, including without limitation, the Vendor, without limiting 's obligation to sell the Purchased Assets. No waiver of any other right that of the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to 's Conditions dealing with the Purchaser, representations and warranties of the Purchaser shall in such event any manner affect the Vendor will be released from all obligations hereunder; or (b) waive compliance with Vendor's remedies in respect of any such term, covenant representation or condition in whole warranty that is not true and correct or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance respect of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been not fully performed or and complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and Vendor's obligation to complete the purchase by the Purchaser and sale of the Purchased Assets is shall be subject to the following conditions, which are for conditions precedent (the exclusive benefit of the Vendor and which are to be performed "Vendor's Conditions") being satisfied or complied with waived at or prior to before the Time of Closing: (a) the representations and warranties Vendor shall have received confirmation of the Purchaser set forth Shareholder Approval, in Section 3.02 will be true and correct at a form satisfactory to the Time of Closing with the same force and effect as if made at and as of such timeVendor's Solicitors, acting reasonably; (b) the Purchaser will have performed or complied with shall deliver all of the terms, covenants and conditions of this Agreement documents in Section 6.2(2) required to be performed or complied with delivered by the Purchaser at or prior to the Time of ClosingPurchaser, duly signed, declared and executed; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as shall have delivered to the Vendor or a certificate in the Vendor’s counsel may reasonably think necessary in order to establish form of Exhibit 5.2(1)(c) attached hereto confirming that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the Time each of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given as set out in Article 3 are true and correct accurate as at the Closing Time (other than such representations and warranties of Closingthe Purchaser 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 Purchaser has performed all covenants required to be performed by it under Article 4. (2) In case any term or covenant of The Vendor's Conditions are for the Vendor's sole benefit, and having been granted for good and valuable consideration and each may be waived unilaterally by the Vendor at the Vendor 's election effected by notice in writing to the Purchaser or condition as to any to be performed or complied with for the benefit of the Vendor satisfied at or prior to the Time of Closing has by proceeding with the Closing, and if any of the Vendor's Conditions are not been performed satisfied or complied with waived within the time herein provided, then the Vendor's obligations hereunder shall be at or prior to the Time of Closingan end, including without limitation, the Vendor, without limiting 's obligation to sell the Purchased Assets. No waiver of any other right of the Vendor's Conditions dealing with the representations and warranties of the Purchaser shall in any manner affect the Vendor's remedies in respect of any representation or warranty that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, is not true and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole correct or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance respect of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been not fully performed or and complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 will shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and; (c) the Vendor will shall be furnished with such certificates certificates, affidavits or other instruments statutory declarations of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; and (d) the Purchaser will have delivered to the Vendor an original executed copy of Newco Note 3. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the VendorVendor may, without limiting any other right that the Vendor hasmay have, may at its sole option option, either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will shall be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1a) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares and the Note is subject to the following conditions, conditions which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of ClosingVendor: (ai) the representations and warranties of the Purchaser set forth in Section 3.02 will 3.5 shall be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (bii) in all material respects, the Purchaser will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing pursuant hereto; (iii) at Closing, the Purchaser shall have delivered all items it is required to deliver pursuant to Section 7.3; and (civ) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to all Required Approvals shall have been performed or complied with by the Purchaser at or prior obtained on terms acceptable to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with Purchaser, acting reasonably, at or prior to the Time of Closing. (b) If any of the conditions set forth in subsection 6.2(a) are not satisfied, the VendorVendor may, without limiting any other right at or before the Time of Closing but not after that the Vendor hastime, may at in its sole option eitheroption: (ai) rescind this Agreement by notice to the Purchaser, and in such which event the Vendor will shall, except as provided in Section 2.3(a)(iii), be released from all obligations hereunder; or (bii) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if part without limiting any other right that the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachmay have.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a1) the Purchaser has delivered the Purchase Price to the Vendor; (2) the representations and warranties of the Purchaser set forth in Section 3.02 will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (b3) the Purchaser will have materially performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and; (c4) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’s counsel may reasonably think necessary in order to establish that the terms, terms and covenants and conditions contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed or complied with in all material respects and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing.Closing in all material respects; (25) In case any term or covenant the Purchase Agreement shall have closed; and (6) the form and legality of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior all matters incidental to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred sale by the Vendor directly or indirectly as a result and the purchase by the Purchaser of such breachthe Shares will be subject to the approval of the Vendor’s counsel acting reasonably.

Conditions for the Benefit of the Vendor. (1) The sale by Vendor shall be obliged to complete the Vendor Transactions only if each of the following conditions precedent has been satisfied in full at or before the Effective Time on the Closing Date: (a) the Purchaser shall have complied with or performed all of the obligations, covenants and the purchase agreements under this Agreement to be complied with or performed by the Purchaser on or before the Closing Date, to the satisfaction of the Purchased Assets is subject Vendor, acting reasonably; (b) all of the Related Transactions that are to be completed prior to the following conditionsClosing shall have been executed, which are delivered and completed; (c) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; and (d) the Purchaser has caused to be delivered to the Vendor the following: (i) a certificate of status of the Purchaser or its equivalent under the laws of the jurisdiction governing its corporate existence; (ii) a certificate of a senior officer of the Purchaser certifying the Constating Documents of the Purchaser, certifying the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser, and certifying the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other document relating to the Transactions; (iii) payment of the amounts required to be paid on the Closing Date under Section 2.3; and (iv) a full and final mutual release of the Corporation against the Vendor as shareholder of the Corporation and the directors and officers of the Corporation, substantially in the form attached as Schedule 4.1(1)(d)(v). (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) The sale Vendor shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: each of the representations and warranties of the Purchaser contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Vendor date hereof and the purchase Closing Date as though such representation and warranty was made on and as of the Closing Date (except to the extent that such representation and warranty was made as of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all respects as of such specified date) and each of the representations and warranties that is not so qualified shall be true and correct at and as of the date hereof and in all material respects as of the Closing Date as though such representation and warranty was made on and as of the Closing Date (except to the extent that such representation and warranty was made as of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all material respects as of such specified date); the Purchaser has complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Purchaser on or before the Closing Date to the satisfaction of the Vendor, acting reasonably; all corporate proceedings required to be taken by the Purchaser in connection with the Transactions are satisfactory in form and substance to the Vendor, acting reasonably, and the Vendor has received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the Transactions and the taking of all necessary corporate proceedings in connection therewith; the requisite approval for the sale of the Purchased Assets is subject obtained by the shareholders of the Vendor; the CSE shall have approved the Transaction and the issuance of the Consideration Securities; all Permits required from all relevant Governmental Authorities to permit the completion of the Transactions have been obtained and are in full force and effect; there is no court order, injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; the Purchaser shall have appointed Xxxx X’Xxxxxxx to sit on the board of directors of the Purchaser, and the Observer as board observer; since the date of this Agreement, there has not occurred any event which has had, or may have, a Material Adverse Effect on the Purchaser, its Subsidiary, or the Purchaser Business; the Purchaser has caused to be delivered to the following conditionsVendor the following: (i) a certificate of status of the Purchaser or its equivalent under the laws of the jurisdiction of its incorporation; and (ii) a certificate of a senior officer of the Purchaser certifying the corporate status of the Purchaser and its Subsidiary, which are the Constating Documents of the Purchaser, and its Subsidiary, certifying the resolutions of the board of directors of the Purchaser issuing the Consideration Securities and authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser, and certifying the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other document relating to the Transactions (iii) certificates representing the Consideration Securities; (iv) a certificate of the Purchaser in respect of its representations and warranties set out in Section 5.2 and its covenants and other obligations set out in this Agreement; (v) the Management Agreement, duly executed by the Purchaser; and (vi) any assumption agreement in the form required by any third Person that has a right of approval in respect of a sale, transfer, conveyance or assignment of any Purchased Asset, duly executed by the Purchaser; (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) The purchase and sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditionsconditions to be fulfilled or performed, on or before the Closing Date which conditions are for the exclusive benefit of the Vendor and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingVendor in its sole discretion: (a) the The covenants, representations and warranties of the Purchaser Purchaser, as set forth in Section 3.02 will 2.2, shall be true and correct at as of the Time of Closing Date with the same force and effect as if such covenants, representations and warranties had been made at on and as of such timedate; (b) the The Purchaser will shall have performed or complied with all of the terms, covenants and an conditions of this Agreement to be performed or complied with by the Purchaser at on or prior to the Time of Closing; andClosing Date; (cd) All necessary steps, proceedings and regulatory notifications and approvals shall have been taken given or received to permit the Purchased Shares to be duly and regularly transferred to the Purchaser, including the granting of exemption orders from applicable securities law requirements on terms acceptable to the Vendor will be furnished with such certificates or other instruments of and the Purchaser or of officers of Purchaser, acting reasonably, and all conditions required under the Purchaser as the Vendor or the Vendor’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to exemption orders shall have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closingsatisfied in full. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at on or prior to the Time of Closing has Date shall not have been performed or complied with at on or prior to the Time of ClosingClosing Date, the VendorVendor may, without limiting any other right that the Vendor hasmay have, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) agreement or 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale Vendor shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Purchaser made in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing Date with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the Vendor entering of this Agreement); (b) the Purchaser shall have complied with or performed in all material respects all of the obligations, covenants and the purchase agreements under this Agreement to be complied with or performed by the Purchaser on or before the Closing Date; (c) there is no injunction or restraining order issued preventing, and no pending or threatened proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Purchased Assets Transactions or otherwise claiming that this Agreement or the completion of the Transactions is subject improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; (d) all Permits and Approvals to permit the completion of the Transactions have been obtained; (e) the Purchaser has caused to be delivered to the following conditionsVendor the following: (i) a certificate of status of the Purchaser; (ii) a certificate of a senior officer of the Purchaser certifying the Constating Documents of the Purchaser, which are certifying the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser; (iii) an executed Limited License Agreement in the form attached hereto as Schedule 2.3(2)(e); (iv) payment of the amounts required to be paid on the Closing Date under Section 2.3(2)(a); (v) a share certificate or DRS Advice evidencing the issuance of the first tranche of the Purchaser’s Shares in accordance with Section Error! Reference source not found.; (vi) the VTB Note in accordance with Section 2.3(2)(c); (vii) a certificate of the Purchaser in respect of its representations and warranties set out in Section 5.2 and in respect of its covenants and other obligations set out in this Agreement; (viii) conditional approval of the TSX Venture Exchange with respect to the issuance of the Purchaser Shares in accordance with Section 2.3(2)(b); and (ix) such other documentation as the Vendor reasonably requests in a timely manner in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Vendor, acting reasonably. (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) The sale Vendor shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Purchaser made in or pursuant to this Agreement which are not qualified as to materiality shall be true and correct in all material respects and those qualified as to materiality shall be true and correct in all respects at Closing, with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement); (b) the Purchaser shall have complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Purchaser on or before the Closing Date to the satisfaction of the Vendor, acting reasonably; (c) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law; (d) the Vendor has received the Vendor Shareholder Approval and the TSXV Approval; (e) the Purchaser has caused to be delivered to the Vendor the following: (i) a certificate of status of the Purchaser or its equivalent under the laws of the jurisdiction of its incorporation/ governing its corporate existence; (ii) a certificate of the Purchaser in respect of its representations and warranties set out in Section 5.3 and in respect of its covenants and other obligations set out in this Agreement; (iii) a release by XxxXx in respect of the directors and officers of XxxXx who resign with effect from Closing, in a form approved by the Vendor, acting reasonably; (iv) the Project LP Agreement duly executed by all of the parties thereto other than the Vendor and a certificate or certificates the purchase Purchaser; (v) the Development Services Agreement, duly executed by the Purchaser or its Affiliate; (vi) the Option Agreement duly executed by the parties to the Project LP Agreement other than the Vendor; and (f) the Class B Units to which the Vendor is entitled under the Project LP Agreement have been issued to the Vendor together with a certificate representing such Class B Units duly executed by the General Partner. (2) Each of the Purchased Assets conditions set out in Section 4.2(1) is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) 7.1 The purchase and sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Property is subject to the following conditionsconditions to be fulfilled or performed at or prior to the Closing, which conditions are for the exclusive benefit of the Vendor and which are to may be performed or complied with at or prior to waived by the Time of ClosingVendor in its sole discretion: (a) the The representations and warranties of the Purchaser set forth contained in Section 3.02 will this Agreement shall be true and correct at as of the Time of Closing with the same force and effect as if such representations and warranties had been made at on and as of such time; (b) date, and the Purchaser will shall also have performed or complied with all executed and delivered a certificate of a senior officer to that effect. The receipt of such evidence and the terms, covenants and conditions Closing shall not be a waiver of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given which are true contained in this Agreement. Upon the delivery of such certificate, the representations and correct at warranties of the Time Purchaser in section 7.2 shall be deemed to have been made on and as of Closingthe Closing Date with the same force and effect as if made on and as of such date. (2b) In case The Purchaser shall have fulfilled or complied with all covenants herein contained to be performed or caused to be performed by it at or prior to the Closing, including without limitation, the Purchaser’s covenants set out in section 5.5 and the Purchaser shall have delivered a certificate of a senior officer to that effect. The receipt of such certificate and the Closing shall not be a waiver of the covenants of the Purchaser which are contained in this Agreement. (c) Since the date hereof, no law, proposed law, any term change in any law, or the interpretation or enforcement of any law shall have been introduced, enacted or announced (including the introduction, enactment or announcement of any law respecting taxes or environmental matters or any change therein or in the interpretation or enforcement thereof), the effect of which will be to prevent the closing of the transactions contemplated herein. 7.2 If any condition, obligation or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has shall not have been fulfilled or performed or complied with at or prior to the Time of Closingby such time, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind terminate this Agreement by notice in writing to the Purchaser, and in such event the Vendor will and the Purchaser shall be released from all obligations hereunder; or (b) . Notwithstanding the foregoing, the Vendor shall be entitled to waive compliance with any of such termconditions, covenant obligations or condition covenants in whole or in part on such terms as may be agreed upon if it sees fit to do so without prejudice to any of its rights of rescission termination in the event of non-performance of any other termcondition, obligation, or covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.

Conditions for the Benefit of the Vendor. (1) The sale Vendor shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Purchaser and Parent made in or pursuant to this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Closing Date with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement); (b) the Purchaser and Parent shall have complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Purchaser and Parent on or before the Closing Date to the satisfaction of the Vendor, acting reasonably; (c) all Permits required from all relevant Governmental Authorities to permit the completion of the Transactions have been obtained and are in full force and effect; (d) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law; (e) the Payment Shares will have been approved for issuance by the directors of the Parent and conditionally approved for listing by the CSE; (f) the Vendor shall be satisfied with the results of its due diligence investigations relating to the Purchaser and Parent, acting reasonably; (g) the Purchaser and Parent have caused to be delivered to the Vendor the following: (i) a certificate of good standing of the Purchaser and Parent; (ii) a certificate of a senior officer of each of the Purchaser and Parent certifying the Constating Documents of the Purchaser and Parent (as applicable), certifying the resolutions of the board of directors and/or (if required by Applicable Law) shareholders of the Purchaser and Parent (as applicable) authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser or Parent (as applicable), and certifying the incumbency and signatures of the officers of the Purchaser and Parent executing this Agreement and any other document relating to the Transactions; (iii) a certificate of each of the Purchaser and Parent in respect of its representations and warranties set out in Section 5.3 and in respect of its covenants and other obligations set out in this Agreement, substantially in the form of Schedule 4.2(1)(g)(iii); (iv) a fairness opinion from its financial advisor, addressed to the board of the Vendor, to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the Vendor pursuant to this Agreement is fair, from a financial point of view, to the Vendor; (v) share certificates evidencing the Payment Shares; (vi) a favourable opinion of applicable counsel to the Purchaser and Parent, addressed to the Vendor and dated the Closing Date, in form and substance satisfactory to the Vendor and the purchase Vendor’s Counsel as to those matters relating to the Transactions as the Vendor and the Vendor’s Counsel may reasonably request, including as to existence of the Purchaser and Parent and the ownership by the Parent of the Purchaser; and (vii) such other documentation as the Vendor reasonably requests on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Vendor, acting reasonably. (h) the Vendor shall have received Vendor Shareholder Approval and all other approvals required under Applicable Law or the CSE; (i) all corporate proceedings required to be taken by the Purchaser and Parent in connection with the Transactions are satisfactory in form and substance to the Vendor, and the Vendor has received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the Purchased Assets Transactions and the taking of all necessary corporate proceedings in connection therewith; (j) in the opinion of the Vendor, since the date of this Agreement there has not occurred any event which may have a Material Adverse Effect in respect of the Purchaser or the Parent; and (k) in the opinion of the Vendor, no Applicable Law has been enacted, introduced or announced which may have a Material Adverse Effect in respect of the Purchaser or the Parent. (2) Each of the conditions set out in Section 4.2(1) is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 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; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Purchaser and Parent, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.02 will shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; and; (c) the Vendor will shall be furnished with such certificates certificates, affidavits or other instruments statutory declarations of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; and (d) the Purchaser will have delivered to the Vendor an original executed copy of Newco Note 2. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the VendorVendor may, without limiting any other right that the Vendor hasmay have, may at its sole option option, either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will shall be released from all obligations hereunder; or (b) 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 event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.