Common use of Covenants of the Vendors Clause in Contracts

Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as follows: (a) the Vendors will provide all necessary information regarding itself, the Company and the Claims to the Purchaser as may be required to obtain the approval of the CSE for the transactions contemplated herein; (b) until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser; (d) forthwith after execution and delivery of this Agreement, the Vendors will take such steps and proceedings in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser to complete the transactions contemplated herein and to carry out the obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authorities; (e) the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before the Closing Date; (f) as soon as reasonably possible after the Vendors have determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of facts; (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by the Closing Date, the Vendors will execute and deliver all such documents and certificates required to carry out the transactions contemplated herein to which the Vendor is a party; and (h) the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in this section 4.1.

Covenants of the Vendors. 7.1 The Vendors hereby covenant and agree with that, at the Purchaser as followsTime of Closing, the Vendors will: (a) furnish the Purchaser with a certificate of the Vendors stating that the representations and warranties of the Vendors contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendors to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendors which are contained in this agreement; (b) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendors are not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (c) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; and (d) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporations and its Business, property and assets. 7.2 The Vendors hereby covenant that, subsequent to the Date of Closing, the Vendors will provide all necessary information regarding itselfat the request and expense of the Purchaser, the Company execute and the Claims to the Purchaser deliver such additional conveyances, transfers and other assurances as may be required to obtain carry out the approval intent of the CSE for the transactions contemplated herein; (b) until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser this agreement and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours transfer the Purchased Shares to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser; (d) forthwith after execution and delivery of this Agreement, the Vendors will take such steps and proceedings in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser to complete the transactions contemplated herein and to carry out the obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authorities; (e) the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before the Closing Date; (f) as soon as reasonably possible after the Vendors have determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of facts; (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by the Closing Date, the Vendors will execute and deliver all such documents and certificates required to carry out the transactions contemplated herein to which the Vendor is a party; and (h) the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in this section 4.1.

Covenants of the Vendors. The (1) Except as otherwise contemplated by this Agreement or consented to in writing by the Purchaser, from the date of this Agreement until Closing, the Vendors covenant will ensure that Tri-Ad, 1043497, Flex-Art and agree with the Purchaser as followsC&W will: (a) carry on their businesses in the Vendors usual and ordinary course, consistent with past practice provided all acts and proceedings taken by them in the management and operation of their businesses involving a commitment in excess of $100,000 and/or any payment in excess of $50,000 (other than a payment of Taxes) made by either of them will provide all necessary information regarding itself, the Company and the Claims be subject to the Purchaser as may be required to obtain the prior approval of the CSE for the transactions contemplated hereinPurchaser, which approval will not be unreasonably withheld; (b) until the Closing Dateuse all reasonable commercial efforts to preserve intact their businesses, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely organization and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be affordedgoodwill, to keep available the Purchaser employees of their businesses as a group and to their accountantsmaintain satisfactory relationships with suppliers, counseldistributors, financial advisors customers and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which others with whom they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably requestbusiness relationships; (c) until the Closing Date, neither the Vendors and the Company will take or permit use all reasonable commercial efforts to cause its current insurance policies not to be taken cancelled or suffer terminated or any action which would other coverage thereunder to lapse, unless simultaneously with such terminations, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies, and where possible, for substantially similar premiums, are in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title full force and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchasereffect; (d) forthwith after execution promptly advise the Purchaser in writing of any Material Adverse Change in Tri-Ad, 1043497, Flex-Art or C&W (other than any change in the markets or prices for the principal products of either of them) or of any facts that come to their attention which would cause any of the Vendor’s representations and delivery warranties herein contained to be untrue in any material respect; and (e) maintain the books, records and accounts of Tri-Ad, 0000000, Flex-Art and C&W in the usual and ordinary course, consistent with past practice and record all transactions on a basis consistent with that practice. (2) Except as otherwise contemplated by this Agreement or consented to in writing by the Purchaser, from the date of this AgreementAgreement until Closing, the Vendors will take such steps ensure that Tri-Ad, 1043497, Flex-Art and proceedings C&W will not: (a) make any change to the articles of incorporation or by-laws of Tri-Ad, 1043497, Flex-Art or C&W; (b) issue or sell, or grant options, warrants or rights to purchase or to subscribe for, or enter into any arrangement or contract with respect to the issuance or sale of, any of its capital stock or securities convertible into capital stock, or make any change in good faith as may its capital stock; (c) make any declaration or payment of any dividend or other distribution in respect of capital stock or redemption, purchase or other acquisition of its capital stock; (d) incur any obligation or liability other than in the ordinary course of business; provided that any incurrence of indebtedness or entering into of guarantees shall not be reasonably required to obtain all governmental and corporate Approvals required for in the Purchaser to complete the transactions contemplated herein and to carry out the obligations ordinary course of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authoritiesbusiness; (e) mortgage, pledge or otherwise encumber any of the Vendors will in good faith make reasonable efforts to cause all assets of Tri-Ad, 1043497, Flex-Art or C&W, except for the conditions precedent permitted encumbrances set forth on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before the Closing DateSchedule 3.01(3)(a); (f) as soon as reasonably possible after the Vendors have determined that a state sell, transfer or dispose of facts exists which results in or will result assets except sales of inventory in the non-fulfilment ordinary course of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of factsbusiness; (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied make any investment by purchase of stock or waived by the Closing Datesecurities, the Vendors will execute and deliver all such documents and certificates required contribution to carry out the transactions contemplated herein to which the Vendor is a partycapital or otherwise; andor (h) purchase property or assets other than property, plant and equipment within the amounts set forth in the capital budgets previously provided to the Purchaser. (3) The Vendors will ensure that the representations and warranties of the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in Section 3.01 over which the Vendors have reasonable control are true and correct in all material respects and for this section 4.1purpose all materiality qualifications in such representations and warranties will be disregarded at the Time of Closing and that the conditions of closing for the benefit of the Purchaser set out in Section 5.01 over which the Vendors have reasonable control have been performed or complied with in all material respects and for this purpose all materiality qualifications in such conditions of closing shall be disregarded by the Time of Closing.

Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as followsshall: (a) from and after the date of this Agreement to the Closing Date, maintain the Properties in their present condition, reasonable wear and tear excepted, and, subject to Article 5, do or cause to be done all necessary repairs and maintenance as required to effect same, take all reasonable care to protect and safeguard the Properties, and operate and otherwise deal with the Properties as a careful and prudent owner would do and in such a manner that the warranties and representations in Section 8.1 remain true and correct in all material respects; provided that the Vendors will provide all necessary information regarding itself, the Company and the Claims shall not be obliged to make capital repairs to the Purchaser as may be required to obtain the approval Properties except in case of the CSE for the transactions contemplated hereinemergency; (b) maintain in full force and effect the existing insurance coverage in respect of the Properties until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors observe and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right perform all of the Purchaser to acquire on landlord’s obligations under the Closing Date Leases and diligently enforce all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations landlord’s rights and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaserremedies thereunder; (d) forthwith after execution and delivery of this Agreement, the Vendors will take such or cause to be taken all proper steps and proceedings in good faith as may be reasonably required to obtain all governmental actions and corporate Approvals required for proceedings to enable QLT to vest a good and marketable title to the Purchased Assets in the Purchaser free and clear of all liens, encumbrances, defects in title, equities or claims of every nature and kind except for Permitted Encumbrances and to complete the transactions contemplated herein and enable QLT to carry out the sale of the Purchased Assets and the Vendors to execute and deliver this Agreement as valid and binding obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authoritiesVendors; (e) maintain in all material respects present levels of consumable supplies and spare parts in the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before Building until the Closing Date; (f) as soon as reasonably possible after pay, on or before the Vendors have determined due date, all municipal taxes, local improvement taxes, rates, levies and assessments of every nature or kind with respect to the Properties for the 2008 calendar year that a state of facts exists which results in or will result in become due and payable before the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of facts;Closing Date; and (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by as of the Closing Date, the Vendors will execute and deliver cancel or terminate at its expense all such documents and certificates required to carry out the transactions contemplated herein to which the Vendor is a party; and (h) the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in this section 4.1Service Contracts other than Approved Service Contracts.

Covenants of the Vendors. The Each of the Vendors covenant and agree with the Purchaser as follows: (a) the Vendors will provide all necessary information regarding itself, the Company Company, the Option Agreement and the Claims Concession to the Purchaser as may be required to obtain the approval of the CSE for the transactions contemplated herein; (b) until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company Company, the Option Agreement or the ClaimsConcession, will timely and regularly provide to the Purchaser all such information about the status of the Claims Option Agreement and the Concession as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors and nor the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser; (d) forthwith after execution and delivery of this Agreement, the Vendors will take such steps and proceedings in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser to complete the transactions contemplated herein and to carry out the obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authorities; (e) the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before the Closing Date; (f) as soon as reasonably possible after the Vendors have determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of facts; (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by the Closing Date, the Vendors will execute and deliver all such documents and certificates required to carry out the transactions contemplated herein to which the Vendor is a party; and (h) the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in this section 4.1.

Covenants of the Vendors. 5.1 Vendors' Covenants. The Vendors covenant covenant, agree and agree undertake with the Purchaser as followsPurchasers that from and after the date of execution of this Agreement to the Closing Date the Vendors will: (a) cause the Company to conduct its business in the ordinary and normal course and will not permit the Company to do or fail to do anything that would result in the representations and warranties of the Vendors will provide herein not to be true and correct at the time of Closing; (b) ensure the execution and delivery of all necessary information regarding itself, documents and instruments required to be executed and delivered by the Vendors and the Company hereunder and the Claims to the Purchaser will take all steps and proceedings and execute such further assurances and documents as may be required to obtain effect the approval transfer to and register the Shares in the name of the CSE for Purchasers and to fulfill the terms and conditions of this Agreement; (c) deliver to the Purchasers true and complete copies of all documents and instruments referred to in this Agreement or in the Schedules hereto and will not permit the Company to amend any of them or enter into any other contract or agreement without the prior written consent of the Purchasers. (d) execute and deliver on the Closing Date the certificate contemplated by Section 8.1(d) hereof dated the Closing Date in a form satisfactory to the Purchasers’ attorneys; (e) obtain all necessary shareholders and directors resolutions to effect the transactions contemplated by this Agreement and do all other things reasonably necessary to facilitate the transactions contemplated herein; (bf) until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in have delivered or with respect caused to be delivered to the Company or the ClaimsPurchasers complete originals, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will affordwhen available, or cause otherwise true and complete copies of such originals (including all amendments) of all Contracts, leases and other documents referred to in this Agreement or any Schedule hereto or required to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser; (d) forthwith after execution and delivery of this Agreement, the Vendors will take such steps and proceedings in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser to complete the transactions contemplated herein and to carry out the obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authorities; (e) the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before the Closing Date; (f) as soon as reasonably possible after the Vendors have determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of factsdisclosed hereby; (g) provided ensure that at the conditions Time of Closing, the Company's financial situation shall be in line with the financial situation contained in the financial reports set forth as of September 30, 2005 in sections 5.3 and 5.4 the Schedule attached hereto, except that the Company may have been satisfied or waived some financial changes incurred in its normal course of business for the period from September. 30, 2005 to the Date of Closing. 5.2 Indemnity by the Closing DateVendors. Without prejudicing any other remedy available to the Purchasers at law or in equity, the Vendors will execute and deliver all such documents and certificates required to carry out the transactions contemplated herein to which the Vendor is a party; and (h) the Vendors will shall fully indemnify and save harmless the Purchaser harmless Purchasers from and against any and all liabilitiescosts, losses, claims, damages or expenses suffered or incurred or suffered by the Purchaser by reason of, resulting from, in connection with, Purchasers or arising the Company in any manner arising out of or relating to: (a) any representation or warranty of the Vendors set forth in this Agreement being untrue or incorrect or the failure by of the Vendors to observe or perform any of their respective covenants obligations pursuant hereto, including, but not limited to, the obligations set forth in Section 5.1 hereof; (b) any and agreements set out all indebtedness or liability of the Company existing at the time of the Closing which was not disclosed in this section 4.1writing to the Purchasers by the Vendors; (c) any misrepresentation in or omission from any certificate or other instrument furnished to the Purchasers hereunder; and (d) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.

Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as followsshall: (a) from and after the date of this Agreement to the Closing Date, maintain the Properties in their present condition, reasonable wear and tear excepted, and, subject to Article 5, do or cause to be done all necessary repairs and maintenance as required to effect same, take all reasonable care to protect and safeguard the Properties, and operate and otherwise deal with the Properties as a careful and prudent owner would do and in such a manner that the warranties and representations in Section 8.1 remain true and correct in all material respects; provided that the Vendors will provide all necessary information regarding itself, the Company and the Claims shall not be obliged to make capital repairs to the Purchaser as may be required to obtain the approval Properties except in case of the CSE for the transactions contemplated hereinemergency; (b) maintain in full force and effect the existing insurance coverage in respect of the Properties until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors observe and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right perform all of the Purchaser to acquire on landlord’s obligations under the Closing Date Leases and diligently enforce all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations landlord’s rights and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaserremedies thereunder; (d) forthwith after execution take or cause to be taken all proper steps and delivery of this Agreement, actions and corporate proceedings to enable the Vendors will take such steps to vest a good and proceedings marketable title to the Purchased Assets in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser free and clear of all liens, encumbrances, defects in title, equities or claims of every nature and kind except for Permitted Encumbrances and to complete enable the transactions contemplated herein and Vendors to carry out the sale of the Purchased Assets and to execute and deliver this Agreement as valid and binding obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authoritiesVendors; (e) maintain in all material respects present levels of consumable supplies and spare parts in the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before Building until the Closing Date; (f) as soon as reasonably possible after pay, on or before the Vendors have determined due date, all municipal taxes, local improvement taxes, rates, levies and assessments of every nature or kind with respect to the Properties for the 2008 calendar year that a state of facts exists which results in or will result in become due and payable before the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of facts;Closing Date; and (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by as of the Closing Date, the Vendors will execute and deliver cancel or terminate at its expense all such documents and certificates required to carry out the transactions contemplated herein to which the Vendor is a party; and (h) the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in this section 4.1Service Contracts other than Approved Service Contracts.

Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as follows: (a) the Vendors will provide all necessary information regarding itself, the Company and the Claims to the Purchaser as may be required to obtain the approval of the CSE for the transactions contemplated herein; (b) until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser; (d) forthwith after execution and delivery of this Agreement, the Vendors will take such steps and proceedings in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser to complete the transactions contemplated herein and to carry out the obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authorities; (e) the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with Lancx xxxt on or before the Closing Date; (f) as soon as reasonably possible after the Vendors have determined that a state of facts exists which results in Date they will do or will result in cause to be done the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify following: 8.1. Permit the Purchaser of such state of facts; (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by Lancx, xxior to the Closing Date, through their representatives, to make such investigation of the properties and assets of the Corporation (including, without limiting the foregoing, environmental investigations) and of their financial and legal condition as the Purchaser deems necessary or advisable to familiarize itself with such properties, assets and other matters; such investigation shall not, however, affect or mitigate the Vendors' covenants, representations and warranties hereunder which shall continue in full force and effect as provided in Article 11. The Vendors will execute agree to: (i) permit the Purchaser and deliver its representatives to have, after the date of execution hereof, full access to the business premises of the Corporation; (ii) produce for inspection by the Purchaser's representatives all such documents and certificates of the Corporation which in the opinion of the Purchaser's representatives are required to carry out make an examination of the transactions contemplated herein Purchased Corporations and their businesses including, without limiting the foregoing: all leases, licenses, contracts, title documents, insurance policies, pension plans, guarantees, lists of salaries (management and other), union agreements, management contracts, documents relating to which pending law suits, if any, deeds, title papers and opinions, surveys, work orders, environmental reports, all minute books, share certificate books, share registers and other corporate documents, including the Vendor is a partyconstating documents of the Purchased Corporations, and all books, records, accounts, financial statements and all other data pertaining to the Purchased Corporations; but excluding: all documentation containing formulae or describing processes pertaining thereto, agreements made with Nesbxxx Xxxnx Xxx. and valuation reports made subsequent to July 31, 1998; (iii) allow the Purchaser's representatives to interview the Corporation's staff as part of its investigations; and (hiv) the Vendors will indemnify and save the Purchaser harmless from and against provide any and all liabilitiesconsents required to enable the Purchaser and its representatives to obtain information concerning the Corporation from all relevant government authorities, losseslenders, claimssuppliers and other third parties. 8.2. Cause the Pre-Closing Reorganization to be implemented. 8.3. Cause the Corporation to make application for the Certificates of Approval. 8.4. Deliver to the Purchaser at the Time of Closing a favourable opinion of the Vendors' Counsel, damages in form satisfactory to the Purchaser's Counsel that: (i) the authorized capital of Amalco consists of 574,868 Class B Common Shares, 2,352,825 Class C Common, 882,890 Class D Common, 2,100,000 Class E Common, 200,000 Class F Common and an unlimited number of Voting Common Shares of which 574,868 Class B Common Shares, 2,352,825 Class C Common, 882,890 Class D Common, 2,100,000 Class E Common, 200,000 Class F Common and 30 Voting Common Shares have been duly issued and are outstanding as fully paid and non-assessable shares;(1) (ii) the authorized capital of Jalor North Investments Inc. consists of an unlimited number of Common Shares and 10,000 Class V Special Shares of which 1,000 Common and 10,000 Class V Special Shares have been duly issued and are outstanding as fully paid and non-assessable shares; (iii) Amalco has been duly incorporated and organized and is validly subsisting in good standing under the laws of Ontario; Amalco has the corporate power to own or lease its property and to carry on the Business as now being conducted by it and is duly qualified as a corporation to do business and is in good standing under the laws of Ontario, (iv) Jalor North Investments Inc. has been duly incorporated and organized and is validly subsisting in good standing under the laws of Ontario; Jalor North Investments Inc. has the corporate power to own or lease its property and to carry on its business as now being conducted by it and is duly qualified as a corporation to do business and is in good standing under the laws of Ontario, (1) The exact number of Class C, Class D and Class F Common Shares will vary depending on the amount of the Estimated Purchase Price. (v) all necessary corporate action and proceedings have been taken to give effect to the procedures described in Schedule "E" and to permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendors to the Purchaser or its nominees; (vi) the consummation of the transaction of purchase and sale contemplated by this Agreement including, without limitation, the Pre-Closing Reorganization, will not result in a breach of any term or provision of or constitute a default under the constating documents, by-laws or resolutions of the Corporation or any of the Holding Corporations or, to the best of the knowledge of such counsel, any indenture, agreement, instrument, licence, permit or understanding to which the Corporation or any of the Holding Corporations is a party or by which it is bound, nor, to the best of the knowledge of such counsel, will the consummation of such transaction accelerate any commitment or obligation of the Corporation or any of the Holding Corporations or result in the creation of any lien or encumbrance upon any of the assets or property of the Corporation or any of the Holding Corporations; (vii) to the best of the knowledge of such counsel, the Corporation and the Holding Corporations are not engaged in and have not been threatened with any legal action or other proceedings, and to the best of the knowledge of such counsel, have not been charged with and has not incurred any violation of any federal, provincial or suffered local law or administrative regulation, which could materially adversely affect or impair its financial position, business, operations, prospects, properties or assets (save that the Corporation has not obtained any Certificates of Approval); (viii) each of the Vendors which is a corporation has been duly incorporated and is a valid and subsisting corporation; and (ix) this Agreement is a valid and binding obligation of each of the Vendors in accordance with its terms and all corporate and other actions required to bind the Vendors have been taken. In rendering such opinion, such counsel may, with respect to matters pertaining to Jalor South Investments Limited, to the extent that they do not have knowledge of any facts to the contrary, rely upon the opinions of local counsel satisfactory to the Purchaser with respect to the laws of jurisdictions other than the laws of the Province of Ontario. Such opinions shall be made subject to the conditions and exceptions normally used in similar transactions. 8.5. Cause the Corporation to continue to maintain in full force and effect all policies of insurance now in effect or renewals thereof, to take out, at the expense of the Purchaser, such additional insurance as may be reasonably requested by the Purchaser and to give all notices and present all claims under all policies of insurance in due and timely fashion. 8.6. Take all necessary steps and proceedings as approved by reason of, resulting from, in connection with, or arising in any manner out counsel for the Purchaser to permit all of the failure Purchased Shares to be duly and regularly transferred to the Purchaser. 8.7. Cause such directors and officers of Amalco as the Purchaser may specify to resign in favour of nominees of the Purchaser, such resignations to be effective as at the Time of Closing. 8.8. The Vendors shall each execute and deliver, and each of the present officers and directors of the Corporation and the Holding Corporations shall execute and deliver, at the Time of Closing a mutual general release of Amalco in form reasonably satisfactory to the Purchaser. Such releases shall exclude obligations arising (i) under this Agreement, (ii) under certificates and other documents delivered pursuant to the terms hereof, and (iii) if the Vendor is an employee of the Corporation, under the Vendor's oral employment agreement with the Corporation. 8.9. If so requested by the Vendors Purchaser, cause the present accountants of the Corporation and of each Holding Corporation to observe resign, such resignation to be effective as at the Time of Closing. 8.10. Cause the Corporation, up to the Closing Date, to duly and timely file all returns required to be filed by it and to promptly pay all taxes, assessments and governmental charges which are claimed by any governmental authority to be due and owing; cause the Corporation not to enter into any agreement, waiver or perform other arrangement providing for an extension of time with respect to the filing of any tax return or the payment of any tax, governmental charge or deficiency. 8.11. Except as contemplated by Schedule "E" hereto, cause the Corporation and each Holding Corporation not to make any changes affecting the banking and safe deposit arrangements and powers of attorney referred to in paragraphs 4.37 and 5.19 and not to open any new bank accounts or safe deposit boxes or grant any new powers of attorney. 8.12. Furnish the Purchaser with evidence (including a statutory declaration of the Vendors) satisfactory to counsel for the Purchaser that the Vendors, other than Jalor South Investments Limited, are not non-residents of Canada within the meaning of the Income Tax Act (Canada). 8.13. Use their respective covenants best efforts to obtain and agreements set out deliver to the Purchaser acknowledgements from the Corporation's banker that the Corporation's loans from such bank are, to its knowledge, not in this section 4.1default.

Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as follows: (a) Each of the Vendors will provide all necessary information regarding itselfuse commercially reasonable efforts, the Company and the Claims subject to the Purchaser terms of this Agreement, to see that the representations and warranties of the Vendors set out in Section 3.1 are true and correct at the Time of Closing and with the same effect as if made at and as of the Time of Closing (except as such representations and warranties may be required to obtain affected by the approval occurrence of events or transactions expressly contemplated or permitted hereunder) and that the conditions of closing for the benefit of the CSE for Purchaser set out in Section 5.1 and Section 5.3 have been performed or complied with by the transactions contemplated herein;Time of Closing. (b) until After the closing of the purchase and sale transaction contemplated hereunder, each Vendor shall: (i) refer to the Purchaser all inquiries relating to the Business; (ii) deliver to the Purchaser: (A) as soon as reasonably practicable, any mail, packages and other communications addressed to the Vendors relating to the Business, exclusive of any of the foregoing that relate to the Excluded Assets, the Excluded Liabilities or to any of the Vendors’ compliance with Applicable Law; and (B) within three (3) Business Days of the Vendors’ receipt thereof, any cash or other property that any of the Vendors receives and that properly belongs to the Purchaser, including any insurance proceeds, payments with respect to receivables, and interest payable thereon. (c) From and after the Time of Closing, the Vendors shall, and shall cause their Affiliates to, hold, and shall use reasonable commercial efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that the Vendors can show that such information: (i) is generally available to and known by the public through no fault of the Vendors or any of their Affiliates; (ii) is lawfully acquired by the Vendors, any of their Affiliates or their respective Representatives from and after the Time of Closing from sources which are not known to be prohibited from disclosing such information by a legal or contractual obligation; or (iii) has been independently acquired or developed by the Vendors or their Affiliates respective Representatives without use of, or reliance on, information concerning the Business. If the Vendors or any of their Affiliates are compelled to disclose any information by judicial or administrative process or by other requirements of Applicable Law, the Vendors shall promptly notify the Purchaser in writing and shall use reasonable commercial efforts to disclose only that portion of such information which the Vendors are advised by their counsel in writing is legally required to be disclosed, provided that, upon the request of the Purchaser, the Vendors shall, at the sole cost and expense of the Purchaser, use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. (d) Non-competition; Non-solicitation. (i) For a period of five (5) years commencing on the Closing Date (the "Restricted Period"), the Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, in any capacity whatsoever including as a partner, shareholder, member, employee, principal, agent, trustee or consultant (A) engage in or assist others in engaging in a business similar to or competitive with the Business in the Territory; (B) have an interest in any person that engages directly or indirectly in a business similar to or competitive with the Business in the Territory; or (C) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of the Vendors), or any other person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Seller Parties may own, directly or indirectly, solely as an investment, securities of any person engaging in a business similar to or competitive with the Business traded on any national securities exchange if such Seller Party is not a controlling person of, or a member of a group which controls, such person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person. Notwithstanding anything to the contrary set forth herein, to the extent done on behalf and for the benefit of the Purchaser and/or its Affiliates, the Seller Parties shall be authorized and permitted to assist companies that are not competitive with the Business in the Territory in: (A) developing products to transition from other materials to plastics; and (B) optimizing their existing plastic parts. (ii) During the Restricted Period, the Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, in any capacity whatsoever including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, hire or solicit any person who is offered employment by Purchaser pursuant to Section 4.3 or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 4.1(d)(ii) shall prevent the Seller Parties or any of their Affiliates from hiring: (A) any employee whose employment has been terminated by Purchaser; or (B) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (iii) The Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, in any capacity whatsoever including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, interfere or attempt to interfere with the Business. Without limiting the generality of the foregoing, the Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, in any capacity whatsoever including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, make any statement, publication or remark (including without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments), written or oral, or cause or encourage others to make any such statement, publication or remark, written or oral, that defames, disparages, impugns, damages or in any way criticizes the integrity, reputation, practices, goodwill or conduct of the Business, the Purchaser or any of their respective Affiliates and Representatives. (iv) The Seller Parties acknowledge that a breach or threatened breach of this Section 4.1(d) would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by the Seller Parties of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (v) The Seller Parties acknowledge that the restrictions contained in this Section 4.1(d) are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. The covenants contained in this Section 4.1(d) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (e) Within ten (10) business days of the Closing Date, the Vendors will promptly discuss Seller Parties shall file with the Purchaser appropriate Governmental Authority for the Province of Ontario and any significant developments other jurisdiction in or with respect which the Vendors are qualified to do business, such documents as are necessary to change the name of the Vendors to a name which is not substantially similar to the Company or the Claimsname Horizon Plastics and, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made if requested by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser; (d) forthwith after execution and delivery of this Agreement, the Vendors will take shall provide consents to the use of such steps name by Purchaser or its Affiliates. The Seller Parties acknowledge and proceedings agree that all of their rights in good faith and to, and ownership of, the names “Horizon Plastics” and “Horizon Plastics International” and any names related or substantially similar thereto shall be transferred hereunder to Purchaser, and from and after the Closing, the Seller Parties shall be prohibited from using such names in the conduct of any business the same as may be reasonably required or similar to obtain all governmental the Business; provided that, the Purchaser shall grant a fully paid up, non-exclusive, non-transferrable, non-assignable, royalty free license to use the names “Horizon Plastics” and corporate Approvals required “Horizon Plastics International” for the Purchaser time period set forth above to complete permit the transactions contemplated herein Seller Parties to file with the appropriate Governmental Authority for the Province of Ontario and any other jurisdiction in which the Vendors are qualified to carry out do business, such documents necessary to change the obligations name of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authorities; (e) the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before the Closing Date; (f) as soon as reasonably possible after the Vendors have determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of facts; (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by the Closing Date, the Vendors will execute and deliver all such documents and certificates required to carry out the transactions contemplated herein to which the Vendor is a party; and (h) the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in this section 4.1Vendors.

Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as follows: (a) the Vendors will provide all necessary information regarding itself, the Company and the Claims to the Purchaser as may be required to obtain the approval of the CSE for the transactions contemplated herein; (b) until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request; (c) until the Closing Date, neither the Vendors and the Company will take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser; (d) forthwith after execution and delivery of this Agreement, the Vendors will take such steps and proceedings in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser to complete the transactions contemplated herein and to carry out the obligations of the Vendors thereunderhereunder, and in connection therewith, the Vendors will comply with all policy statements applicable securities legislation and policies of the applicable regulatory authoritiesCSE; (e) the Vendors will in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.4, to be complied with on or before the Closing Date; (f) as soon as reasonably possible after the Vendors have determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.4, the Vendors will notify the Purchaser of such state of facts; (g) provided the conditions set forth in sections 5.3 and 5.4 have been satisfied or waived by the Closing Date, the Vendors will execute and deliver all such documents and certificates reasonably required to carry out the transactions contemplated herein to which the Vendor is a partyherein; and (h) the Vendors will indemnify and save the Purchaser harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner out of the failure by the Vendors to observe or perform their respective covenants and agreements set out in this section 4.1.