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

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion: (a) The representations and warranties of the Seller contained in this Agreement and in any Acquisition Agreement to which it is a party shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Seller shall have executed and delivered a certificate to that effect. (b) The Seller shall have fulfilled, performed or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate to that effect. (c) All required Consents and Authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably. (d) The CSE shall have approved (or conditionally approved) for listing and posting for trading the common shares issuable upon exercise of the Convertible Note, subject only to satisfaction by the Seller of customary post-closing conditions imposed by the CSE in similar circumstances. (e) The transactions contemplated by this Agreement shall not constitute a “fundamental change” within the meaning of the policies of the CSE and shall not otherwise require the approval of any of the Purchaser’s security holders. (f) Since the date of this Agreement, there shall not have occurred a Material Adverse Change in respect of the Corporation. (g) No action or proceeding shall be pending or threatened by any Person (other than the Seller, the Purchaser, the Corporation or any of their respective affiliates) in any jurisdiction, to enjoin, restrict or prohibit (i) any of the transactions contemplated by this Agreement, (ii) the right of the Purchaser to acquire or own the Purchased Shares, or (iii) the right of the Corporation to operate the Business after Closing on substantially the same basis as currently operated. (h) The Seller shall have delivered or caused to be delivered to the Purchaser the following: (i) share certificates representing the Purchased Shares in transferable form and accompanied by all instruments duly executed and delivered that may be necessary or desirable for the Purchaser to acquire good and valid title to the Purchased Shares free and clear of all Liens; (ii) certified copies of (A) the articles and by-laws of the Corporation, (B) resolutions of the shareholders or the board of directors of the Corporation, as applicable, approving the entering into and completion of the transaction contemplated by this Agreement, and (D) a list of the officers and directors authorized to sign agreements on behalf of the Corporation together with their specimen signatures; all in form and substance satisfactory to the Purchaser, acting reasonably; (iii) a certificate of status, compliance or like certificate with respect to the Corporation issued by appropriate government officials in its jurisdiction of incorporation and each jurisdiction in which the Corporation carries on its business as set out in Section 3.3(a) of the Disclosure Letter; (iv) evidence, satisfactory to the Purchaser, acting reasonably, of the release and discharge of any Liens other than Permitted Encumbrances; (v) a certificate of a senior officer of BNKA Energy, LLP addressed to the Corporation and dated the Closing Date certifying that (A) the Corporation owns the Cloud Computing Assets, (B) to its knowledge, the Cloud Computing Assets are owned by the Corporation free and clear of all Liens, and (C) it has no knowledge of any other Person that may have an interest in any of the Cloud Computing Assets, in a form acceptable to the Purchaser acting reasonably; (vi) a certificate of the registered agent of the Corporation addressed to the Purchaser and dated the Closing Date certifying that (A) the share certificates representing the Purchased Shares are in its possession and (B) it is not aware of any Liens over the Purchased Shares, in a form acceptable to the Purchaser acting reasonably; (vii) an executed assignment agreement evidencing the assignment of the Corporation Contracts to the Corporation in a form acceptable to the Purchaser acting reasonably; (viii) a resignation effective as at the Closing from each director and officer of the Corporation specified by the Purchaser in writing at least three (3) Business Days prior to Closing; (ix) releases in favour of the Corporation substantially in the form set out in Exhibit C from each of the Persons referred to in Section 6.2(h)(viii) and to the extent not included therein, the Seller; (x) duly executed copies of the ROFR Agreement and the Transitional Services Agreement, in each case executed by the parties thereto other than the Purchaser; and (xi) such documents, agreements and undertakings, duly completed and executed by the Seller, as the Purchaser may reasonably request in connection with the issuance of the Relevant Securities.

Conditions in Favour of the Purchaser. 6.01 The Purchaser’s obligation of the Purchaser to complete the transactions contemplated by in this Agreement is subject to satisfaction of the following conditions to precedent on or before the Closing Date provided that any such date may be fulfilled or performed at or prior to Closingextended by the mutual agreement of the applicable Purchaser and the Vendor, and which conditions are inserted for the exclusive sole benefit of the Purchaser and may be waived, in whole or in part, waived only by the Purchaser by notice in its sole discretionwriting to the Vendor on or before the Closing Date, as applicable: (a) The the representations and warranties of the Seller contained in this Agreement and in any Acquisition Agreement to which it is a party Vendor shall be true and correct on as at the Closing Date with the same force and effect as if such representations and warranties had been made on at and as of such date time and the Seller Vendor shall have executed and delivered deliver to the Purchaser (or Designated Purchaser as applicable) a certificate signed by a representative of the Vendor to that effect.effect (provided that acceptance of such evidence and the completion of the transaction contemplated hereunder shall not be a waiver of such representations and warranties); (b) The Seller shall have fulfilledall consents, performed approvals or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate to that effect. (c) All required Consents and Authorizations waivers for each Assigned Contract shall have been obtained on terms acceptable to the Purchaser, acting reasonably. (d) The CSE shall have approved (or conditionally approved) for listing and posting for trading the common shares issuable upon exercise of the Convertible Note, subject only to satisfaction by the Seller of customary post-closing conditions imposed by the CSE in similar circumstances. (e) The transactions contemplated by this Agreement shall not constitute a “fundamental change” within the meaning of the policies of the CSE and shall not otherwise require the approval of any of the Purchaser’s security holders. (f) Since the date of this Agreement, there shall not have occurred a Material Adverse Change in respect of the Corporation. (g) No action or proceeding shall be pending or threatened by any Person (other than the Seller, the Purchaser, the Corporation or any of their respective affiliates) in any jurisdiction, to enjoin, restrict or prohibit (i) any of the transactions contemplated by this Agreement, (ii) the right of the Purchaser to acquire or own the Purchased Shares, or (iii) the right of the Corporation to operate the Business after Closing on substantially the same basis as currently operated. (h) The Seller shall have delivered or caused to be delivered to the Purchaser the following: (i) share certificates representing the Purchased Shares in transferable form and accompanied by all instruments duly executed and delivered that may be necessary or desirable for the Purchaser to acquire good and valid title to the Purchased Shares free and clear of all Liens; (ii) certified copies of (A) the articles and by-laws of the Corporation, (B) resolutions of the shareholders or the board of directors of the Corporation, as applicable, approving the entering into and completion of the transaction contemplated by this Agreement, and (D) a list of the officers and directors authorized to sign agreements on behalf of the Corporation together with their specimen signatures; all in form and substance satisfactory to the Purchaser, acting reasonably; (iii) a certificate of status, compliance or like certificate with respect to the Corporation issued by appropriate government officials in its jurisdiction of incorporation and each jurisdiction in which the Corporation carries on its business as set out in Section 3.3(a) of the Disclosure Letter; (iv) evidence, satisfactory to the applicable Purchaser, acting reasonably, of the release or an Assignment Order will have been obtained in respect thereof. All such consents, approvals, waivers or Assignment Orders will be in force and discharge of any Liens other than Permitted Encumbranceswill not have been modified, rescinded, appealed or stayed; (vc) a certificate the Vendor shall have complied with and performed all of a senior officer of BNKA Energy, LLP addressed its covenants and obligations contained in this Agreement to the Corporation and dated be performed by it before or by the Closing Date certifying that (A) the Corporation owns the Cloud Computing Assets, (B) to its knowledge, the Cloud Computing Assets are owned by the Corporation free and clear of all Liens, and (C) it has no knowledge of any other Person that may have an interest in any of the Cloud Computing Assets, in a form acceptable to the Purchaser acting reasonably; (vi) a certificate of the registered agent of the Corporation addressed to the Purchaser and dated the Closing Date certifying that (A) the share certificates representing the Purchased Shares are in its possession and (B) it is not aware of any Liens over the Purchased Shares, in a form acceptable to the Purchaser acting reasonably; (vii) an executed assignment agreement evidencing the assignment of the Corporation Contracts to the Corporation in a form acceptable to the Purchaser acting reasonably; (viii) a resignation effective as at the Closing from each director and officer of the Corporation specified by the Purchaser in writing at least three (3) Business Days prior to Closing; (ix) releases in favour of the Corporation substantially in the form set out in Exhibit C from each of the Persons referred to in Section 6.2(h)(viii) and to the extent not included therein, the Seller; (x) duly executed copies of the ROFR Agreement and the Transitional Services Agreement, in each case executed by the parties thereto other than the PurchaserDate; and (xid) such documentson or before the Closing Date, agreements and undertakings, duly completed and executed the Vendor shall have delivered all items which it is required to deliver to the Purchaser pursuant to Section 11.01. 6.02 In the event that any of the foregoing conditions are not fulfilled or waived by the Seller, as applicable Purchaser on or before the Purchaser Closing Date this Agreement may reasonably request be terminated at the Purchaser’s option in connection accordance with the issuance of the Relevant SecuritiesSection 9.01.

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion: (a) The representations and warranties of the Seller Sellers contained in this Agreement and in any Acquisition Agreement to which he or it is a party shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Seller Sellers shall have executed and delivered a certificate to that effect. (b) The Seller Sellers shall have fulfilled, performed or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which he or it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller Sellers shall have executed and delivered a certificate to that effect. (c) All Any required Consents and Authorizations from Governmental Authorities in the respective jurisdictions of incorporation of the Sellers shall have been obtained on terms acceptable to the Purchaser, acting reasonably. The Cloud Computing Assets shall be free and clear of all Liens. (d) The CSE shall have approved (or conditionally approved) for listing and posting for trading the common shares Common Shares issuable upon exercise exchange of the Convertible Noteany NVPS, subject only to satisfaction by the Seller Principal of customary post-closing conditions imposed by the CSE in similar circumstances. (e) The transactions contemplated by this Agreement shall not constitute a “fundamental change” within the meaning of the policies of the CSE and shall not otherwise require the approval of any of the Purchaser’s security holders. (f) Since the date of this Agreement, there shall not have occurred a Material Adverse Change in respect of the Corporation. (g) No action or proceeding shall be pending or threatened by any Person (other than the Seller, the Purchaser, the Corporation any Seller or any of their respective affiliatesAffiliates) in any jurisdiction, to enjoin, restrict or prohibit prohibit: (i) any of the transactions contemplated by this Agreement, ; or (ii) the right of the Purchaser to acquire or own the Purchased Shares, or (iii) the right of the Corporation to operate the Business after Closing on substantially the same basis as currently operatedCloud Computing Assets. (hf) The Seller Sellers shall have delivered or caused to be delivered to the Purchaser the following: (i) share certificates representing the Purchased Shares in transferable form all deeds, conveyances, transfers and accompanied by all assignments and any other instruments duly executed and delivered that may be necessary necessary, reasonably required or desirable for to transfer the Cloud Computing Assets to the Purchaser to acquire with good and valid marketable title to the Purchased Shares thereto, free and clear of all Liens; (ii) certified copies of (A) the articles and by-laws of the Corporation, (B) resolutions of the shareholders or the board of directors of the Corporation, as applicable, approving the entering into and completion of the transaction contemplated by this Agreement, and (D) a list of the officers and directors authorized to sign agreements on behalf of the Corporation together with their specimen signatures; all in form and substance satisfactory to the Purchaser, acting reasonably; (iii) a certificate of status, compliance or like certificate with respect to the Corporation each Seller issued by appropriate government officials in its jurisdiction of incorporation and each jurisdiction in which the Corporation carries on its business as set out in Section 3.3(a) of the Disclosure Letterincorporation; (iviii) evidence, satisfactory to the Purchaser, acting reasonably, of the release and discharge of any Liens other than Permitted Encumbrances; (viv) a certificate of a senior officer of BNKA Energy, LLP addressed to the Corporation and dated the Closing Date certifying that (A) the Corporation owns the Cloud Computing Assets, (B) to its knowledge, the Cloud Computing Assets are owned by the Corporation free and clear of all Liens, and (C) it has no knowledge of any other Person that may have an interest in any duly executed copy of the Cloud Computing Assets, in a form acceptable to the Purchaser acting reasonably; (vi) a certificate of the registered agent of the Corporation addressed to the Purchaser and dated the Closing Date certifying that (A) the share certificates representing the Purchased Shares are in its possession and (B) it is not aware of any Liens over the Purchased Shares, in a form acceptable to the Purchaser acting reasonably; (vii) an executed assignment agreement evidencing the assignment of the Corporation Contracts to the Corporation in a form acceptable to the Purchaser acting reasonably; (viii) a resignation effective as at the Closing from each director and officer of the Corporation specified by the Purchaser in writing at least three (3) Business Days prior to Closing; (ix) releases in favour of the Corporation substantially in the form set out in Exhibit C from each of the Persons referred to in Section 6.2(h)(viii) and to the extent not included therein, the Seller; (x) duly executed copies of the ROFR Exchange Agreement and the Transitional Services Agreement, in each case executed by the parties thereto other than the Purchaser; and (xiv) such documents, agreements and undertakings, duly completed and executed by the SellerSellers, as the Purchaser may reasonably request in connection with the issuance of the Relevant Securities.

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion: (a) The Fundamental Representations of the Seller and the Seller Parent shall be true and correct in all but de minimis respects as of the Closing Date as if such Fundamental Representations had been made on the Closing Date. All other representations and warranties of the Seller and the Seller Parent contained in this Agreement and in any Acquisition Agreement that are qualified as to which it is a party materiality shall be true and correct on in all respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Seller and the Seller Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if such date representations and warranties had been made on the Closing Date and the Seller shall have executed and delivered a certificate to that effectof a senior officer of each of the Seller and the Seller Parent confirming the foregoing. (b) The Seller shall have fulfilled, performed or complied with in all material respects all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate of a senior officer to that effect. (c) All required Required Consents and Authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably. (d) The CSE All Payout Letters shall have approved (or conditionally approved) for listing and posting for trading been obtained on terms acceptable to the common shares issuable upon exercise of the Convertible NotePurchaser, subject only to satisfaction by the Seller of customary post-closing conditions imposed by the CSE in similar circumstancesacting reasonably. (e) The transactions contemplated by this Agreement shall not constitute a “fundamental change” within the meaning of the policies of the CSE and shall not otherwise require the approval of any of the Purchaser’s security holders. (f) Since the date of this Agreement, there shall not have occurred a Material Adverse Change in respect of the Corporation. (g) No action or proceeding shall be pending or threatened by any Person (other than the Seller, the Purchaser, the Corporation or any of their respective affiliates) Governmental Authority in any jurisdiction, to enjoin, restrict or prohibit (i) any of the transactions contemplated by this Agreement, or (ii) the right of the Purchaser to acquire or own the Purchased Shares, Assets; or (iii) the right of the Corporation Purchaser to operate the Purchased Business after Closing on substantially the same basis as currently operated. (f) There shall not have occurred a Material Adverse Effect. (g) The conditions precedent to the R&W Insurance Policy shall have been satisfied such that the R&W Insurance Policy shall be issued with effect as of the Closing Date. Notwithstanding the foregoing, the Purchaser shall not allow the failure to obtain a Tech E&O Policy and/or the Cyber Insurance Policy (each as defined in the R&W Insurance Policy) from preventing the issuance of the RWI Insurance Policy. (h) No Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement. (i) Each of the Key Employees shall have entered into new employment contracts with the Purchaser in form and substance satisfactory to the Purchaser, acting reasonably and not less than 90% of all of the other Employees shall have accepted the Purchaser’s offer of employment. (j) The Seller or the Seller Parent, as applicable, shall have delivered or caused to be delivered to the Purchaser the following: (i) share certificates representing certified copy of a resolution of the Purchased Shares in transferable form and accompanied by all instruments duly executed and delivered that may be necessary or desirable for board of directors of the Purchaser to acquire good and valid title to Seller Parent approving the Purchased Shares free and clear entering into of all Liensthis Agreement; (ii) certified copies of (A) the articles and by-laws of the CorporationSeller, (B) resolutions of the shareholders or the board of directors of the CorporationSeller, as applicable, approving the entering into and completion of the transaction contemplated by this Agreement, and (DC) a list of the officers and directors authorized to sign agreements on behalf of the Corporation together with their specimen signatures; , all in form and substance satisfactory to the Purchaser, acting reasonably; (iii) a certificate of status, compliance or like certificate with respect to the Corporation Seller issued by appropriate government officials in of its jurisdiction of incorporation and each jurisdiction in which the Corporation carries on its business as set out in Section 3.3(a) of the Disclosure Letterincorporation; (iv) a purchase certificate issued by the Ontario Workplace Safety and Insurance Board in respect of the Seller and the Purchased Business and documentation from the workers’ compensation boards in the other jurisdictions in which the Purchased Business is carried on, confirming that as at the Closing Date, the relevant board has no claim against the Seller in respect of any amounts payable under the relevant workers’ compensation legislation; (v) a financing statement in respect of the sale of Accounts Receivable appropriate for registration under the Personal Property Security Act (Ontario) and any other applicable personal property security legislation; (vi) all necessary deeds, conveyances, transfers and assignments and any other instruments necessary or reasonably required to transfer the Purchased Assets to the Purchaser with good title, free and clear of all Liens other than Permitted Encumbrances; (vii) evidence, satisfactory to the Purchaser, acting reasonably, of the release and discharge payment of any Liens other than Permitted Encumbrances; (v) a certificate of a senior officer of BNKA Energy, LLP addressed outstanding amounts pursuant to the Corporation and dated the Closing Date certifying that (A) the Corporation owns the Cloud Computing Assets, (B) to its knowledge, the Cloud Computing Assets are owned by the Corporation free and clear of all Liens, and (C) it has no knowledge of any other Person that may have an interest in any of the Cloud Computing Assets, in a form acceptable to the Purchaser acting reasonably; (vi) a certificate of the registered agent of the Corporation addressed to the Purchaser and dated the Closing Date certifying that (A) the share certificates representing the Purchased Shares are in its possession and (B) it is not aware of any Liens over the Purchased Shares, in a form acceptable to the Purchaser acting reasonably; (vii) an executed assignment agreement evidencing the assignment of the Corporation Contracts to the Corporation in a form acceptable to the Purchaser acting reasonablyPayout Letters; (viii) a resignation effective as at the Closing from each director non-competition, non-solicitation and officer of the Corporation specified non-disparagement agreement executed by the Purchaser in writing at least three (3) Business Days prior to Closing; (ix) releases in favour of Seller Parent and the Corporation Seller, substantially in the form set out in Exhibit C from each of 10.4(i)(ix) (the Persons referred to in Section 6.2(h)(viii“Non-Competition Agreement”); (ix) and to the extent not included therein, Escrow Agreement duly executed by the Seller; (x) the Master Services Agreements duly executed copies of the ROFR Agreement and the Transitional Services Agreement, in each case executed by the parties thereto other than Seller; (xi) the PurchaserTransition Services Agreement executed by the Seller; and (xixii) such documents, agreements the Consent and undertakings, duly completed and executed by the Seller, as the Purchaser may reasonably request in connection with the issuance of the Relevant SecuritiesNo Interest Letters.

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion: (a) The representations and warranties of the Seller contained in this Agreement and in any Acquisition Agreement to which it is a party shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Seller shall have executed and delivered a certificate to that effect. (b) The Seller shall have fulfilled, performed or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate to that effect. (c) All required Consents and Authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably. (d) The Purchaser shall have received Shareholder Approval. (e) The Purchaser shall have received CSE Approval. (f) The CSE shall have approved (or conditionally approved) for listing and posting for trading the common shares issuable upon exercise of Common Shares issued to the Convertible NoteSeller and any Common Shares underlying the NVPS, subject only to satisfaction by the Seller of customary post-closing conditions imposed by the CSE in similar circumstances. (e) The transactions contemplated by this Agreement shall not constitute a “fundamental change” within the meaning of the policies of the CSE and shall not otherwise require the approval of any of the Purchaser’s security holders. (fg) Since the date of this Agreementthe LOI, there shall not have occurred a Material Adverse Change in respect of any of the CorporationCorporations. (gh) No action or proceeding shall be pending or threatened by any Person (other than the Seller, the Purchaser, the any Corporation or any of their respective affiliatesAffiliates) in any jurisdiction, to enjoin, restrict or prohibit prohibit: (i) any of the transactions contemplated by this Agreement, ; (ii) the right of the Purchaser to acquire or own the Purchased Shares, ; or (iii) the right of the any Corporation to operate the its Business after Closing on substantially the same basis as currently operated. (hi) The Seller shall have delivered or caused to be delivered to the Purchaser the following: (i) share certificates representing the Purchased Shares in transferable form and accompanied by all instruments duly executed and delivered that may be necessary or desirable for the Purchaser to acquire good and valid title to the Purchased Shares free and clear of all Liens; (ii) with respect to each Corporation, certified copies of of: (A) the articles and by-laws of the Corporation, ; (B) resolutions of the shareholders or the board of directors of the Corporation, as applicable, approving the entering into and completion of the transaction contemplated by this Agreement, ; and (DC) a list of the officers and directors authorized to sign agreements on behalf of the Corporation together with their specimen signatures; all in form and substance satisfactory to the Purchaser, acting reasonably; (iii) a certificate of status, compliance or like certificate with respect to the each Corporation issued by appropriate government officials in its jurisdiction of incorporation and each jurisdiction in which the Corporation carries on its business as set out in Section 3.3(a) of the Disclosure Letter; (iv) evidence, satisfactory to the Purchaser, acting reasonably, of the release and discharge of any Liens other than Permitted Encumbrances; (v) a certificate of a senior officer of BNKA Energy, LLP each hosting provider addressed to the relevant Corporation and dated the Closing Date certifying that that: (A) the Corporation owns the Cloud Computing Assets, Assets that are being hosted by that hosting provider; (B) to its knowledgethe knowledge of the hosting provider, the such Cloud Computing Assets are owned by the Corporation free and clear of all Liens, ; and (C) it the hosting provider has no knowledge of any other Person that may have an interest in any of the Cloud Computing Assets, in a form acceptable to the Purchaser acting reasonably; (vi) with respect to each of Xxxxxxx and Cunning, a certificate of the registered agent of the Corporation addressed to the Purchaser and dated the Closing Date certifying that that: (A) the share certificates representing the Purchased Shares are in its possession possession; and (B) it is not aware of any Liens over the Purchased Shares, in a form acceptable to the Purchaser acting reasonably; (vii) an executed assignment agreement evidencing the assignment of the Corporation Contracts to the Corporation in a form acceptable to the Purchaser acting reasonably; (viii) a resignation effective as at the Closing from each director and officer of the each Corporation specified by the Purchaser in writing at least three (3) Business Days prior to Closing; (ixviii) releases in favour of the applicable Corporation substantially in the form set out in Exhibit C Schedule D hereto, with such amendments thereto as may be acceptable to the Parties, from each of the Persons referred to in Section 6.2(h)(viii6.2(i)(vii) and and, to the extent not included therein, the Seller; (ix) the original certificate representing the Convertible Note for cancellation; (x) duly executed copies of the ROFR Agreement Restated Convertible Note, the Cunning Operations Agreement, the Exchange Agreement, the Services Agreement(s), and the Transitional Services Coattail Agreement, in each case executed by the parties thereto other than the Purchaser; and (xi) such documents, agreements and undertakings, duly xxxx completed and executed by the Seller, as the Purchaser may reasonably request in connection with the issuance of the Relevant Securities.