Common use of Covenants of the Vendors Clause in Contracts

Covenants of the Vendors. 4.2.1 Each of the Vendors shall jointly and severally indemnify and save harmless the Purchaser and the officers and directors of the Purchaser from and against all claims, actions, demands, suits, proceedings, losses, damages, fines, liabilities (whether accrued, actual, contingent or otherwise), costs and expenses, including reasonable environmental characterization and remediation costs, reasonable lawyers fees and other reasonable consultants fees, directly or indirectly suffered by the Purchaser and the officers and directors of the Purchaser from any breach of any covenant of the Vendors contained in this Agreement or from any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.1 notwithstanding any information obtained by the Purchaser at or before the Closing Date as to such inaccuracy or misrepresentation. 4.2.2 The Vendors shall ensure that the representations and warranties of the Vendors set out in Section 3.1 are true and correct at the Time of Closing and that the conditions of closing for the benefit of the Purchaser set out in Section 7.1.1 over which the Vendors have reasonable control have been performed or complied with by the Time of Closing. 4.2.3 The Vendors shall permit the Purchaser, through its agents and representatives, to make such reasonable investigation prior to and at the Time of Closing of the assets of the Corporation and of its financial and legal condition as the Purchaser considers necessary or advisable to familiarize itself with such assets and other matters and the Vendors shall supply any and all documents and records of the Corporation to the Purchaser and its agents and representatives as they may reasonably require. The Vendors shall also permit the inspection of the assets of the Corporation by the Purchaser prior to and at the Time of Closing by such federal, provincial or municipal authorities as the Purchaser may require. Such investigations and inspections shall not, however, affect or mitigate the Vendors' covenants, representations and warranties hereunder which shall continue in full force and effect. 4.2.4 The Vendors shall use their best efforts as employees of the Corporation to ensure that the Corporation's relationships with suppliers continue on substantially the same terms and conditions following the Closing Date. 4.2.5 Each of the Vendors shall indemnify and save harmless the Purchaser and the officers and directors of the Purchaser from and against all liabilities (whether actual, contingent, accrued or otherwise), claims and demands of or in connection with any matter relating to any contracts between the Corporation and any Related Person entered into prior to the date of this Agreement and which are not disclosed in the Schedules hereto.

Covenants of the Vendors. 4.2.1 Each of the (1) The Vendors shall will jointly and severally indemnify and save harmless the Purchaser and the officers directors, officers, employees and directors agents of the Purchaser from and against (a) any Taxes resulting from or arising as a consequence of the sale by the Vendors to the Purchaser of the Shares and the Debt, and (b) all claims, actions, demands, suits, proceedings, losses, damages, fines, liabilities (whether accrued, actual, contingent or otherwise), costs and expenses, including reasonable environmental characterization and remediation costs, reasonable lawyers fees and other reasonable consultants fees, Claims incurred by the Purchaser directly or indirectly suffered by the Purchaser and the officers and directors of the Purchaser resulting from any breach of any covenant of the Vendors or either of them contained in this Agreement or from any inaccuracy or misrepresentation in any representation or warranty set forth contained in Section 3.1 notwithstanding any information obtained by 3.01. The Vendors appoint the Purchaser at or before as the Closing Date as trustee for the Purchaser’s directors, officers, employees and agents of the covenant of the Vendors with respect to such inaccuracy or misrepresentationpersons and the Purchaser accepts such appointment. 4.2.2 (2) The Vendors shall will ensure that the representations and warranties of the Vendors set out in Section 3.1 3.01 over which the Vendors have reasonable control are true and correct at the Time of Closing and that the conditions of closing for the benefit of the Purchaser set out in Section 7.1.1 5.01(1) over which the Vendors have reasonable control have been performed or complied with by the Time of ClosingClosing Date. 4.2.3 (3) The Vendors shall adhere to the confidentiality agreement dated December 31, 2002 (the “Confidentiality Agreement”) made between the Vendors and the Purchaser regarding the transactions contemplated by this Agreement, and such confidentiality agreement shall remain in full force and effect following the execution of this Agreement and completion of the transactions contemplated hereby. (4) During the period between the date of this Agreement and the Closing Date (the “Interim Period”), the Vendors will cause the Business to be managed and operated in the usual and ordinary course consistent with past practices, unless the Vendors shall have obtained the prior written consent of the Purchasers, such consent not to be unreasonably withheld or delayed. Notwithstanding the immediately preceding sentence, the Corporation shall be permitted (a) to enter into a telecommunications services agreement pursuant to which the Corporation shall purchase up to 25 million minutes per year of North American long distance services from Xxxx Canada Inc. or one of its Affiliates (collectively, “Bell”) for a period of one year at a rate not to exceed $0.048 per minute or a period of two years at a rate not to exceed $0.040 per minute, provided that failure to enter into any new agreement with Bell and continuing to acquire services from Bell in accordance with existing practices shall not constitute a failure to comply with the foregoing covenant to manage the Business in the usual and ordinary course consistent with past practice, and (b) to permit Argos Telecom Inc. (“Argos”) to enter into an agreement in respect of the lease by Argos of its premises in Toronto, Ontario to allow such lease to lapse at the end of its current term and to continue on a month to month basis for up to six months, such month to month lease to be terminable by either the landlord or Argos on 60 days notice. (5) The Vendors shall permit the Purchaser, through its agents Purchaser to inspect the books and representatives, to make such reasonable investigation prior to and at the Time of Closing of the assets records of the Corporation and Argos and speak with senior management employees of its financial the Corporation and legal condition as Argos for the purpose of planning for the integration of the operations of the Corporation and Argos with those of the Purchaser considers necessary or advisable to familiarize itself with such assets and for the purpose of allowing for the preparation of audited financial statements in respect of the Corporation and Argos and not for any other matters and the purpose. The Vendors shall supply any and all documents and records of the Corporation and Argos to the Purchaser and its agents and representatives as they may reasonably require. The Vendors Purchaser shall also permit give reasonable notice of any visit to the inspection of the assets premises of the Corporation by or Argos for the Purchaser prior to and at the Time purposes of Closing by such federalinspection, provincial or municipal authorities as the Purchaser such inspections may require. Such investigations and inspections shall not, however, affect or mitigate the Vendors' covenants, representations and warranties hereunder which shall continue in full force and effect. 4.2.4 The Vendors shall use their best efforts as employees occur only during normal business hours of the Corporation to ensure that the Corporation's relationships with suppliers continue on substantially the same terms and conditions following the Closing Date. 4.2.5 Each of Argos, unless otherwise requested by the Vendors and shall indemnify and save harmless be conducted without disruption to the Purchaser and the officers and directors operations of the Purchaser from and against all liabilities (whether actual, contingent, accrued or otherwise), claims and demands of or in connection with any matter relating to any contracts between the Corporation and any Related Person entered into prior Argos. Any notice given pursuant to the date of this Agreement and foregoing shall be given in accordance with Schedule 4.01(5) which are not disclosed Schedule may be amended at any time by the Vendors upon notice to the Purchaser in the Schedules heretoaccordance with Section 7.12.

Covenants of the Vendors. 4.2.1 Each of the Vendors shall jointly and severally indemnify and save harmless the Purchaser and the officers and directors of the Purchaser from and against all claims, actions, demands, suits, proceedings, losses, damages, fines, liabilities (whether accrued, actual, contingent or otherwise), costs and expenses, including reasonable environmental characterization and remediation costs, reasonable lawyers fees and other reasonable consultants fees, directly or indirectly suffered by the Purchaser and the officers and directors of the Purchaser from any breach of any covenant of the Vendors contained in this Agreement or from any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.1 notwithstanding any information obtained by the Purchaser at or before the Closing Date as to such inaccuracy or misrepresentation. 4.2.2 The Vendors shall ensure that the representations and warranties of the Vendors set out in Section 3.1 are true and correct at the Time of Closing and that the conditions of closing for the benefit of the Purchaser set out in Section 7.1.1 over which the Vendors have reasonable control have been performed or complied with by the Time of Closing. 4.2.3 The Vendors shall permit the Purchaser, through its agents and representatives, to make such reasonable investigation prior to and at the Time of Closing of the assets of the Corporation and of its financial and legal condition as the Purchaser considers necessary or advisable to familiarize itself with such assets and other matters and the Vendors shall supply any and all documents and records of the Corporation to the Purchaser and its agents and representatives as they may reasonably require. The Vendors shall also permit the inspection of the assets of the Corporation by the Purchaser prior to and at the Time of Closing by such federal, provincial or municipal authorities as the Purchaser may require. Such investigations and inspections shall not, however, affect or mitigate the Vendors' covenants, representations and warranties hereunder which shall continue in full force and effect. 4.2.4 The Vendors shall use their best efforts as employees of the Corporation to ensure that the Corporation's relationships with suppliers continue on substantially the same terms and conditions following the Closing Date. 4.2.5 Each of the Vendors shall indemnify and save harmless the Purchaser and the officers and directors of the Purchaser from and against all liabilities (whether actual, contingent, accrued or otherwise), claims and demands of or in connection with any matter relating to any contracts between the Corporation and any Related Person entered into prior to the date of this Agreement and which are not disclosed in the Schedules hereto.