Common use of Conditions in Favour of Standby Purchaser Clause in Contracts

Conditions in Favour of Standby Purchaser. The obligation of the Standby Purchaser to complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full: (a) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of ITP, pending, commenced or threatened by any Person, in respect of the Rights Offering, that have a reasonable likelihood of success in the judgment of the Standby Purchaser, and that, should they succeed, will result in a Material Adverse Change; (b) ITP will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Shares by the Standby Purchaser as contemplated by this Agreement; (c) the Rights being listed on the TSX, subject to the filing of customary documents with the TSX; (d) the TSX having approved the listing of the Common Shares issuable upon the exercise of the Rights and the Purchaser Standby Shares, subject to the filing of customary documents with the TSX; (e) the terms of the Rights Offering shall not have been changed; (f) the Standby Purchaser shall receive a legal opinion dated as of the Standby Closing Date from counsel to ITP (who may rely on the opinion of counsel acceptable to them as to matters governed by the Laws of jurisdictions other than the Province of Québec, Ontario, British Columbia and Alberta, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of ITP), which opinion shall be substantially in the form of Schedule A; (g) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of ITP and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (h) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of ITP having been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (i) ITP has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until Closing; (j) the representations and warranties of ITP contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Standby Closing Date after giving effect to the transactions contemplated by this Agreement, except for (i) such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties shall be true and correct as of the Closing Time, and (ii) any changes resulting from the Rights Closing; (k) the Standby Purchaser shall have received at Closing a certificate or certificates dated as of the Standby Closing Date and signed on behalf of ITP by two senior officers of ITP addressed to the Standby Purchaser certifying for and on behalf of ITP after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that the conditions set out in paragraphs (a), (g), (h), (i) and (j) of this section 7.2 have been satisfied in full; (l) the shareholders of ITP shall have consented to the waiver of its Amended and Restated Shareholder Protection Rights Plan Agreement as it relates to the issuance of Standby Purchaser Rights Offering Shares and Standby Purchaser Shares to the Standby Purchaser, at the special meeting of shareholders to be held on September 5, 2007, by an affirmative vote of a majority of the votes cast by all holders of common shares represented in person or by proxy at such meeting; (m) the Rights Closing shall have occurred in accordance with the Final Prospectus; and (n) as at the Closing Time, no event of default shall have occurred and be continuing under any of ITP’s existing credit facilities.

Conditions in Favour of Standby Purchaser. The obligation of the Standby Purchaser to complete the closing purchase of the transactions set out in this Agreement Standby Subscription Receipts is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of the Standby Purchaser, any of which may be waived, in whole or in part, by the Standby Purchaser, in its sole and absolute discretion: (a) there shall not All actions required to be taken by or on behalf of Postmedia including the passing of all requisite resolutions of the directors of Postmedia and all requisite filings with any claimsGovernmental Entity will have occurred on or prior to the Closing Date, litigationso as to validly authorize the execution and filing of the Preliminary Prospectus, investigations or proceedingsthe Final Prospectus and any Prospectus Amendment and to create and issue the Securities, in each case having, in all material respects, the attributes contemplated by the Prospectus, and Postmedia will have taken all requisite actions, including appeals and applications for review, in progress, or to the knowledge passing of ITP, pending, commenced or threatened by any Person, in respect all requisite resolutions of the Rights Offering, that have a reasonable likelihood directors of success in the judgment of the Standby PurchaserPostmedia, and that, should they succeed, will result in a Material Adverse Change; (b) ITP will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering Offering, the other transactions contemplated herein and the purchase of Standby Shares Subscription Receipts by the Standby Purchaser as contemplated by this Agreement; Agreement (c) the Rights being listed on the TSXbut excluding, subject for greater certainty, such filings, approvals, orders, rulings and consents, as may be needed to the filing of customary documents with the TSX; (d) the TSX having approved the listing of the Common Shares issuable upon the exercise of the Rights and the Purchaser Standby Shares, subject to the filing of customary documents with the TSX; (e) the terms of the Rights Offering shall not have been changed; (f) permit the Standby Purchaser shall receive to acquire all of the Variable Voting Shares that may be issued to it on conversion of all Subscription Receipts acquired by it pursuant to this Agreement). (b) The Standby Purchaser will have received, with respect to such matters as it may reasonably request, a legal opinion dated as of the Standby Closing Date from Canadian counsel to ITP Postmedia, acceptable in form and substance to the Standby Purchaser’s counsel, acting reasonably, as to matters of law (who may rely on the opinion of counsel acceptable to them as to matters governed by the Laws laws of jurisdictions other than the Province of Québec, Ontario, British Columbia and AlbertaOntario or the laws of Canada applicable therein, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of ITPPostmedia). (c) The terms of the Rights Offering will not have been changed from those set out herein and Postmedia will not have terminated the Rights Offering or publically announced its intention to do so. (d) Postmedia or one of its affiliates, which opinion shall be substantially as applicable, will have entered into each of the Purchase Agreement, the Debt Financing Receipt Indenture and the Subscription Receipt Agreement in the form of Schedule Aeach such document as provided to the Standby Purchaser, which agreements will remain in full force and effect, unamended, as at the Closing Time (except for amendments made with the prior written consent of the Standby Purchaser, in its sole and absolute discretion), and no condition contained in the Transaction Agreements (other than this Agreement) has become incapable of being satisfied prior to the closing date specified therein. (e) The Debt Subscription Receipts will be issued and outstanding or, if the Debt Subscription Receipts have been replaced by the Notes in accordance with the Debt Financing Receipt Indenture and the Trust Indenture, the Notes shall be issued and outstanding. (f) Postmedia and its affiliates will not have waived or agreed to waive (explicitly or by implication) any term, condition, right or benefit under the Purchase Agreement, the Debt Financing Receipt Indenture or the Subscription Receipt Agreement (except for waivers made with the prior written consent of the Standby Purchaser, in its sole and absolute discretion). (g) No Default (as defined in the Trust Indenture) or Event of Default (as defined in the Trust Indenture) shall have occurred and be continuing under the Trust Indenture. (h) Postmedia shall not have failed to pay an amount owing to the holders of the Debt Subscription Receipts when required under the Debt Financing Receipt Indenture. (i) The board of directors of Postmedia will have irrevocably waived the application of the Rights Plan to the Rights Offering, including with respect to the Securities to be acquired by the Standby Purchaser pursuant to Section 2.3 of this Agreement and upon completion of the transactions contemplated by the Transaction Agreements. (j) The Standby Purchaser will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of Postmedia by the Chief Executive Officer and the Chief Financial Officer of Postmedia or such other officers of Postmedia acceptable to the Standby Purchaser, acting reasonably, in form and content satisfactory to the Standby Purchaser, acting reasonably, addressed to the Standby Purchaser certifying for and on behalf of Postmedia after having made due enquiry, with respect to the following matters: (i) its constating documents; (gii) the resolutions of its board of directors relevant to the approval of the Prospectus and the signing and filing thereof, the allotment, issue and sale of the Securities and the authorization of this Agreement and the other Transaction Agreements and transactions contemplated herein and therein; and (iii) the incumbency and signatures of its authorized signing officers. (k) The Standby Purchaser will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of Postmedia by the Chief Executive Officer and the Chief Financial Officer of Postmedia or such other officers of Postmedia acceptable to the Standby Purchaser, acting reasonably, in form and content satisfactory to the Standby Purchaser, acting reasonably, addressed to the Standby Purchaser certifying for and on behalf of Postmedia after having made due enquiry and after having examined the Prospectus, including all documents incorporated by reference, that: (i) since the respective dates as of which information is given in the Final Prospectus Prospectus, as amended or supplemented by any Prospectus Amendment Amendment, there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of ITP Postmedia and its subsidiaries on a consolidated basis, and none of the management or the board of directors of Postmedia or any of its subsidiaries has approved any transaction out of the ordinary course of business, other than in each case as disclosed in the Final Prospectus (including the documents incorporated by reference therein) or any Prospectus Amendment, as Amendment (including the case may bedocuments incorporated by reference therein); (hii) no order, ruling or determination determination, or change in Law, having the effect of preventing, restricting, suspending the sale or distribution of the Securities or suspending or ceasing the trading of the Common Shares Securities or any other securities of ITP having Postmedia has been issued by any Securities Commission that Governmental Entity and is continuing in effect and no inquiry (whether formal or informal) or other proceedings for that purpose having have been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities CommissionGovernmental Entity; (iiii) ITP Postmedia has duly complied performed or complied, in all material respects respects, with the all terms, conditions and covenants of this Agreement on its part to be complied with or to be satisfied by it up until Closing;; and (jiv) the representations and warranties of ITP Postmedia contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Standby Closing Date after giving effect to the transactions contemplated by this AgreementDate, except for (i) such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties shall will be true and correct in all respects as of the Closing Date; and all such matters will in fact be true and correct as of the Closing Time, and (ii) any changes resulting from the Rights Closing; (k) the Standby Purchaser shall have received at Closing a certificate or certificates dated as of the Standby Closing Date and signed on behalf of ITP by two senior officers of ITP addressed to the Standby Purchaser certifying for and on behalf of ITP after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that the conditions set out in paragraphs (a), (g), (h), (i) and (j) of this section 7.2 have been satisfied in full; (l) the shareholders of ITP shall have consented to the waiver of its Amended and Restated Shareholder Protection Rights Plan Agreement as it relates to the issuance of Standby Purchaser Rights Offering Shares and Standby Purchaser Shares to the Standby Purchaser, at the special meeting of shareholders to be held on September 5, 2007, by an affirmative vote of a majority of the votes cast by all holders of common shares represented in person or by proxy at such meeting; (m) the Rights Closing shall have occurred in accordance with the Final Prospectus; and (n) as at the Closing Time, no event of default shall have occurred and be continuing under any of ITP’s existing credit facilities.

Conditions in Favour of Standby Purchaser. The obligation of the Standby Purchaser to complete the closing purchase of the transactions set out in this Agreement Standby Shares is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of the Standby Purchaser, any of which may be waived, in whole or in part, by the Standby Purchaser, in its sole and absolute discretion: (a) there shall not be All requisite filings with any claimsGovernmental Entity will have occurred on or prior to the Closing Date, litigationso as to validly authorize the execution and filing of the Registration Statement, investigations the Prospectus, and any amendment or proceedings, including appeals supplement thereto and applications for reviewto create and issue the Securities, in progress, or to each case having the knowledge of ITP, pending, commenced or threatened attributes contemplated by any Person, in respect of the Rights Offering, that have a reasonable likelihood of success in the judgment of the Standby PurchaserRegistration Statement, and that, should they succeed, will result in a Material Adverse Change; (b) ITP will Xxxxx shall have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering Offering, the other transactions contemplated herein and the purchase of Standby Shares by the Standby Purchaser as contemplated by this Agreement;. (b) Xxxxx shall have mailed the Prospectus to each holder of shares of Common Stock prior to the 30th day following the completion of the Spin-Off Transaction. (c) the The Rights being listed Offering shall have been conducted on the TSX, subject terms (including the Subscription Price) and conditions set forth in the Registration Statement provided to the filing of customary documents with Standby Purchaser on the TSX;date hereof, unless the Standby Purchaser in its sole and absolute discretion has provided written consent to any material change in such terms and conditions or waived such terms and conditions to the extent permitted thereby. (d) No Material Adverse Change shall have occurred since the TSX having approved the listing of the Common Shares issuable upon the exercise of the Rights and the Purchaser Standby Shares, subject to the filing of customary documents with the TSX;date hereof. (e) the terms As of the Rights Offering Closing Date, trading in the shares of Common Stock shall not have been changed;suspended by the SEC or the NYSE or trading in securities generally on the NYSE shall not have been suspended or limited or minimum prices shall not have been established on the NYSE. (f) Xxxxx shall have performed or complied with, in all material respects, each of its covenants contained in this Agreement and each of its representations and warranties shall be true and correct in all material respects and the Standby Purchaser shall receive have received at Closing a legal opinion certificate or certificates dated as the Closing Date and signed on behalf of Xxxxx by the Chief Executive Officer and the Chief Financial Officer of Xxxxx or such other officers of Xxxxx acceptable to the Standby Purchaser, acting reasonably, in form and content satisfactory to the Standby Purchaser, acting reasonably, addressed to the Standby Purchaser certifying for and on behalf of Xxxxx after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) none of the Standby Closing Date from counsel to ITP (who may rely on management or the opinion board of counsel acceptable to them as to matters governed by the Laws directors of jurisdictions other than the Province Xxxxx or any of Québec, Ontario, British Columbia and Alberta, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of ITP), which opinion shall be substantially in the form of Schedule A; (g) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of ITP and its subsidiaries on a consolidated basis, has approved any transaction out of the ordinary course of business other than as disclosed in the Final Prospectus Registration Statement or any Prospectus Amendment, as the case may beamendment or supplement thereto; (hii) to the knowledge of such officers, no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares Securities or prohibiting the sale of the Securities or any other securities of ITP having been issued by any Securities Commission that Xxxxx is continuing in effect and no proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities CommissionGovernmental Entity; (iiii) ITP Xxxxx has duly performed and complied with, in all material respects with the respects, all terms, conditions and covenants of this Agreement on its part to be performed and complied with or to be satisfied by it up until Closing;; and (jiv) the representations and warranties of ITP Xxxxx contained in this Agreement are true and correct correct, in all material respects respects, as of the Closing Time Date with the same force and effect as if made at and as of the Standby Closing Date after giving effect to the transactions contemplated by this Agreement, except for (i) such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties shall be true and correct as of the Closing Time, and (ii) any changes resulting from the Rights Closing; (k) the Standby Purchaser shall have received at Closing a certificate or certificates dated as of the Standby Closing Date and signed on behalf of ITP by two senior officers of ITP addressed to the Standby Purchaser certifying for and on behalf of ITP after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that the conditions set out in paragraphs (a), (g), (h), (i) and (j) of this section 7.2 have been satisfied in full; (l) the shareholders of ITP shall have consented to the waiver of its Amended and Restated Shareholder Protection Rights Plan Agreement as it relates to the issuance of Standby Purchaser Rights Offering Shares and Standby Purchaser Shares to the Standby Purchaser, at the special meeting of shareholders to be held on September 5, 2007, by an affirmative vote of a majority of the votes cast by all holders of common shares represented in person or by proxy at such meeting; (m) the Rights Closing shall have occurred in accordance with the Final Prospectus; and (n) as at the Closing Time, no event of default shall have occurred and be continuing under any of ITP’s existing credit facilitiesDate.

Conditions in Favour of Standby Purchaser. The obligation of the Standby Purchaser to complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full: (a) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of ITP, pending, commenced or threatened by any Person, in respect of the Rights Offering, that have a reasonable likelihood of success in the judgment of the Standby Purchaser, and that, should they succeed, will result in a Material Adverse Change; (b) ITP will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Shares by the Standby Purchaser as contemplated by this Agreement; (c) the Rights being listed on the TSX, subject to the filing of customary documents with the TSX; (d) the TSX having approved the listing of the Common Shares issuable upon the exercise of the Rights and the Purchaser Standby Shares, subject to the filing of customary documents with the TSX; (e) the terms of the Rights Offering shall not have been changed; (f) the Standby Purchaser shall receive a legal opinion dated as of the Standby Closing Date from counsel to ITP (who may rely on the opinion of counsel acceptable to them as to matters governed by the Laws of jurisdictions other than the Province of Québec, Ontario, British Columbia and Alberta, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of ITP), which opinion shall be substantially in the form of Schedule A; (g) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of ITP and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (h) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of ITP having been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (i) ITP has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until Closing; (j) the representations and warranties of ITP contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Standby Closing Date after giving effect to the transactions contemplated by this Agreement, except for (i) such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties shall be true and correct as of the Closing Time, and (ii) any changes resulting from the Rights Closing; (k) the Standby Purchaser shall have received at Closing a certificate or certificates dated as of the Standby Closing Date and signed on behalf of ITP by two senior officers of ITP addressed to the Standby Purchaser certifying for and on behalf of ITP after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that the conditions set out in paragraphs (a), (g), (h), (i) and (j) of this section 7.2 have been satisfied in full; (l) the shareholders of ITP shall have consented to the waiver of its Amended and Restated Shareholder Protection Rights Plan Agreement as it relates to the issuance of Standby Purchaser Rights Offering Shares and Standby Purchaser Shares to the Standby Purchaser, at the special meeting of shareholders to be held on September 5, 2007, by an affirmative vote of a majority of the votes cast by all holders of common shares represented in person or by proxy at such meeting; (m) the Rights Closing shall have occurred in accordance with the Final Prospectus; and (n) as at the Closing Time, no event of default shall have occurred and be continuing under any of ITP’s existing credit facilities.

Conditions in Favour of Standby Purchaser. The obligation of the Standby Purchaser to complete the closing purchase of the transactions set out in this Agreement Standby Shares is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of the Standby Purchaser, any of which may be waived, in whole or in part, by the Standby Purchaser, in its sole and absolute discretion: (a) there shall not All actions required to be taken by or on behalf of WEF including the passing of all requisite resolutions of the directors of WEF and all requisite filings with any claimsGovernmental Entity will have occurred on or prior to the Closing Date, litigationso as to validly authorize the execution and filing of the Preliminary Prospectus, investigations or proceedingsthe Final Prospectus and any Prospectus Amendment and to create and issue the Securities, in each case having the attributes contemplated by the Prospectus, and WEF will have taken all requisite actions, including appeals and applications for review, in progress, or to the knowledge passing of ITP, pending, commenced or threatened by any Person, in respect all requisite resolutions of the Rights Offering, that have a reasonable likelihood directors of success in the judgment of the Standby PurchaserWEF, and that, should they succeed, will result in a Material Adverse Change; (b) ITP will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering Offering, the other transactions contemplated herein and the purchase of Standby Shares by the Standby Purchaser as contemplated by this Agreement; Agreement (c) but excluding, for greater certainty, such filings, approvals, orders, rulings and consents, as may be needed to permit the Rights being listed on the TSX, subject Standby Purchaser to the filing of customary documents with the TSX; (d) the TSX having approved the listing acquire all of the Common Shares issuable upon the exercise of the Rights and the Purchaser Standby Shares, subject that may be issued to the filing of customary documents with the TSX; (e) the terms of it pursuant to the Rights Offering shall not have been changed;and this Agreement). (fb) the The Standby Purchaser shall receive have received, with respect to such matters as it may reasonably request, a legal opinion dated as of the Standby Closing Date from Torys LLP, counsel to ITP WEF (who may rely on the opinion of counsel acceptable to them as to matters governed by the Laws laws of jurisdictions other than the Province of Québec, Ontario, British Columbia Ontario or the laws of Canada applicable therein or the State of New York and Albertafederal laws of the United States applicable therein, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of ITPWEF). (c) No Material Adverse Change shall have occurred since the date hereof. (d) The Standby Purchaser shall have received at Closing a certificate or certificates dated the Closing Date and signed on behalf of WEF by the Chief Executive Officer and the Chief Financial Officer of WEF or such other officers of WEF acceptable to the Standby Purchaser, which opinion shall be substantially acting reasonably, in form and content satisfactory to the form Standby Purchaser, acting reasonably, addressed to the Standby Purchaser certifying for and on behalf of Schedule AWEF after having made due enquiry, with respect to the following matters: (i) its constating documents; (gii) the resolutions of its board of directors relevant to the approval of the Prospectus and the signing and filing thereof, the allotment, issue and sale of the Securities and the authorization of this Agreement and the transactions contemplated herein; and (iii) the incumbency and signatures of certain of its authorized signing officers. (e) WEF shall have performed or complied with, in all material respects, each of its covenants contained in this Agreement and each of its representations and warranties shall be true and correct and the Standby Purchaser shall have received at Closing a certificate or certificates dated the Closing Date and signed on behalf of WEF by the Chief Executive Officer and the Chief Financial Officer of WEF or such other officers of WEF acceptable to the Standby Purchaser, acting reasonably, in form and content satisfactory to the Standby Purchaser, acting reasonably, addressed to the Standby Purchaser certifying for and on behalf of WEF after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus Prospectus, as amended or supplemented by any Prospectus Amendment Amendment, there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of ITP WEF and its subsidiaries on a consolidated basis, and none of the management or the board of directors of WEF or any of its subsidiaries has approved any transaction out of the ordinary course of business other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (hii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares Securities or any other securities of ITP having WEF or prohibiting the sale of the Securities has been issued by any Securities Commission that regulatory authority and is continuing in effect and no proceedings for that purpose having have been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities CommissionGovernmental Entity; (iiii) ITP WEF has duly performed or complied in with all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with or to be satisfied by it up until Closing;; and (jiv) the representations and warranties of ITP WEF contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Standby Closing Date after giving effect to the transactions contemplated by this Agreement, except for (i) such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties shall be true and correct as of the Closing Time, and (ii) any changes resulting from the Rights Closing; (k) the Standby Purchaser shall have received at Closing a certificate or certificates dated as of the Standby Closing Date and signed on behalf of ITP by two senior officers of ITP addressed to the Standby Purchaser certifying for and on behalf of ITP after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that the conditions set out in paragraphs (a), (g), (h), (i) and (j) of this section 7.2 have been satisfied in full; (l) the shareholders of ITP shall have consented to the waiver of its Amended and Restated Shareholder Protection Rights Plan Agreement as it relates to the issuance of Standby Purchaser Rights Offering Shares and Standby Purchaser Shares to the Standby Purchaser, at the special meeting of shareholders to be held on September 5, 2007, by an affirmative vote of a majority of the votes cast by all holders of common shares represented in person or by proxy at such meeting; (m) the Rights Closing shall have occurred in accordance with the Final Prospectus; and (n) as at the Closing Time, no event of default shall have occurred and be continuing under any of ITP’s existing credit facilitiesDate.