Common use of Conditions of the Purchaser Clause in Contracts

Conditions of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated hereunder is subject to the following conditions being fulfilled, or performed, at or prior to the Time of Closing: (a) all representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects as at the Time of Closing with the same force and effect as if made at and as of such time, and each of the Vendor shall have delivered to the Purchaser a certificate to that effect (provided that – 15 – acceptance of such evidence and completion of the transactions contemplated hereunder shall not be a waiver of such representations and warranties); (b) the Vendor shall have complied with and performed all of its covenants and obligations contained in this Agreement; (c) all Required Consents shall have been obtained; (d) the Vendor shall have delivered to the Purchaser the items referred to in Section 8.2; (e) the Vendor shall have applied for and the CCAA Court shall have granted the Approval Order and the Vesting Order, each in accordance with Section 6.2 above; (f) no injunction or other Order shall have been issued to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement; and (g) no material adverse change shall have occurred with respect to the Purchased Assets, taken as a whole, during the period from the date of this Agreement to the Time of Closing. The foregoing conditions are for the exclusive benefit of the Purchaser and, subject to Section 2.1, any condition may be waived by it in whole or in part. Any such waiver is only binding on the Purchaser if it is made in writing.

Conditions of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated hereunder purchase of the Consideration Units from the Vendors pursuant to this Agreement is subject to the fulfilment of each of the following conditions being fulfilledprecedent, which is for the exclusive benefit of the Purchaser and each of which may be waived in whole or performedin part by the Purchaser at any time, at without prejudice to any claims the Purchaser may have for breach of covenant, representation or prior to the Time of Closingwarranty: (a) all of the representations and warranties of the Vendor Vendors contained in this Agreement herein shall be true and correct in all material respects as at the Time time of Closing and with the same force and effect as if such representations and warranties were made as at the time of Closing; (b) there shall have been delivered to the Purchaser, a certificate dated the Closing Date, executed by an authorized officer of COC, certifying that at and as of such timethe Closing Date, the representations and each warranties of COC contained Sections 5.1(a) through 5.1(c) and the Vendor representations and warranties to be made by the Vendors at the Closing as contemplated by Sections 5.3(a) and 5.3(b), are true and correct as if made on the Closing Date; and (c) there shall have been delivered to the Purchaser a certificate to dated the Closing Date, executed by an authorized officer of CEC, certifying that effect (provided that – 15 – acceptance of such evidence at and completion as of the transactions contemplated hereunder shall not be a waiver of such Closing Date, the representations and warranties); (bwarranties of CEC contained Sections 5.2(a) the Vendor shall have complied with and performed all of its covenants and obligations contained in this Agreement; (cthrough 5.2(c) all Required Consents shall have been obtained; (d) the Vendor shall have delivered to the Purchaser the items referred to in Section 8.2; (e) the Vendor shall have applied for and the CCAA Court shall have granted representations and warranties to be made by the Approval Order and Vendors at the Vesting Order, each in accordance with Section 6.2 above; (f) no injunction or other Order shall have been issued to enjoin, restrict or prohibit any of the transactions Closing as contemplated by this Agreement; and (gSections 5.3(a) no material adverse change shall have occurred with respect to the Purchased Assetsand 5.3(b), taken are true and correct as a whole, during the period from the date of this Agreement to the Time of Closing. The foregoing conditions are for the exclusive benefit of the Purchaser and, subject to Section 2.1, any condition may be waived by it in whole or in part. Any such waiver is only binding if made on the Purchaser if it is made in writingClosing Date.

Conditions of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated hereunder is subject to the following conditions being fulfilled, or performed, at or prior to the Time of Closing: (a) all representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects as at the Time of Closing with the same force and effect as if made at and as of such time, and each of the Vendor shall have delivered to the Purchaser a certificate to that effect (provided that – 15 – acceptance of such evidence and completion of the transactions contemplated hereunder shall not be a waiver of such representations and warranties); (b) the Vendor shall have complied with and performed all of its covenants and obligations contained in this Agreement; (c) all Required Consents shall have been obtained; (d) the Vendor shall have delivered to the Purchaser the items referred to in Section 8.2; (e) the Vendor shall have applied for and the CCAA Court shall have granted the Approval Order and the Vesting Order, each in accordance with Section 6.2 above; (f) no injunction or other Order shall have been issued to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement; and (g) no material adverse change shall have occurred with respect to the Purchased Assets, taken as a whole, during the period from the date of this Agreement to the Time of Closing. The foregoing conditions are for the exclusive benefit of the Purchaser and, subject to Section 2.1, any condition may be waived by it in whole or in part. Any such waiver is only binding on the Purchaser if it is made in writing.

Conditions of the Purchaser. The obligation obligations of the Purchaser to complete the transactions contemplated hereunder is by this Agreement shall be subject to the following conditions being fulfilledsatisfaction or waiver by the Purchaser, or performedthe Seller in respect of section 5.2.b below as regards the Purchaser’s obligation to pay certain costs, at on or prior to before the Time Closing of Closingthe following conditions: (a) the Seller shall have performed in all representations material respects all of its agreements, covenants and warranties obligations hereunder required to be performed by it on or prior to the Closing Date, and the Warranties of the Vendor contained in this Agreement Seller shall be true and correct in all material respects on and as at of the Time of Closing with the same force and effect Date as if made at on and as of such timedate, and each of the Vendor Seller shall have delivered a certificate to the Purchaser a certificate to that effect (provided that – 15 – acceptance of such evidence and completion of the transactions contemplated hereunder shall not be a waiver of such representations and warranties)effect; (b) an agreement pertaining to the Vendor transfer of the permit of Fortum to construct and operate an Incineration Plant at the Properties (together with any allocated emission rights, if any), in accordance with Appendix 5.2.b shall have complied with been entered into between Fortum and performed all of its covenants the Company, and obligations contained in this Agreement;the SEK four million five hundred thousands (4,500,000) consideration therefore agreed between the Company and Fortum shall be paid by the Purchaser on the Closing Date; and (c) the Seller shall have brought current all Required Consents balances between, on the one hand the Company and its Subsidiaries and, on the other hand, the Seller and its Affiliates, so that at Closing all accounts receivable and other receivables of the Company and its Subsidiaries held against the Seller or any of its Affiliates and having accrued on or before 30 September 2007 shall have been obtained; (d) the Vendor shall have delivered to the Purchaser the items referred to paid and settled in Section 8.2; (e) the Vendor shall have applied for and the CCAA Court shall have granted the Approval Order and the Vesting Order, each in accordance with Section 6.2 above; (f) no injunction or other Order shall have been issued to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement; and (g) no material adverse change shall have occurred with respect to the Purchased Assets, taken as a whole, during the period from the date of this Agreement to the Time of Closing. The foregoing conditions are for the exclusive benefit of the Purchaser and, subject to Section 2.1, any condition may be waived by it in whole or in part. Any such waiver is only binding on the Purchaser if it is made in writingfull.