Common use of General Contract Provisions Clause in Contracts

General Contract Provisions. 14.1 The closing of the transaction contemplated herein shall take place at the Time of Closing, on the Date of Closing, at the offices of the Purchaser or at such other place as may be agreed to in writing by the parties hereto. 14.2 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by facsimile transmission addressed to such other party or delivered to such other party as follows: (a) to the Purchaser and the Parent at: 00X Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX, X0X 0X0 Facsimile No.: (000) 000-0000 (b) to the Vendors at: 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX, X0X 0X0 Facsimile No.: (000) 000-0000 or at such other address as may be given by any of them to the others in writing from time to time, and such notices, requests, demands or other communications shall be deemed to have been received when delivered, or, if sent by facsimile transmission, on the date of transmission unless sent on a non-Business Day or after 5:00 p.m. on a Business Day, in which case it shall be deemed to have been received on the next Business Day following the day of such transmission. 14.3 Any tender of documents or money hereunder may be made upon the Vendors or the Purchaser or their respective solicitors, and money may be tendered by negotiable cheque from a bank within the meaning of the Bank Act (Canada). 14.4 The parties hereto covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and bylaws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every part hereof. 14.5 This agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. 14.6 Except as otherwise stated herein, dollar amounts referred to in this agreement shall be in Canadian funds. 14.7 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun. 14.8 The division of this agreement into articles, sections, subsections and schedules is for convenience of reference only and shall not affect the interpretation or construction of this agreement. 14.9 Each party shall be responsible for its own legal and audit fees and other expenses incurred in connection with the purchase and sale of the Purchased Shares, the completion of the transaction contemplated herein and any post-closing matters in connection with the transaction contemplated herein. 14.10 No obligation of any party pursuant to this agreement to use reasonable efforts, best efforts or to attempt to obtain a consent, approval or waiver, shall obligate such party to make any payment to any person or pay an increased rental (except as provided for herein) or other charge or fee or make or incur any additional payment, guarantee or financial contribution or arrangement or to institute legal or arbitration or other proceedings in connection therewith. 14.11 Time shall be of the essence of this agreement and of every part hereof, and no extension or variation of this agreement shall operate as a waiver of this provision. 14.12 This agreement shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and this agreement shall not be amended except by a memorandum in writing signed by all of the parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid. This agreement supersedes all prior agreements, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. 14.13 No party hereto may assign this agreement or any part hereof without the prior written consent of the other party hereto. This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 14.14 No public announcements shall be released or disclosure made concerning the transaction contemplated herein by any party hereto without the consent of the others of them; provided that any party shall be entitled to make all announcements, without any consent of the other but after making best efforts to give prior notice to the others, necessary to enable it to comply with applicable law and with the rules of regulatory bodies having jurisdiction. Any party required by law or any regulatory body to file copies of this agreement or any agreements contemplated hereby shall do so only after having duly requested confidential treatment thereof pursuant to any procedure that may be available therefor. 14.15 The Purchaser and the Vendors agree that all information relating to the Corporations and the Purchaser and those with whom the Corporations and the Purchaser have business dealings and to their respective assets and legal and financial condition obtained pursuant to this agreement is strictly confidential and shall be used only for the purposes provided for in this agreement. In the event that this transaction is terminated for any reason, each party hereby agrees to return all information obtained in any type of medium, including all copies of any nature, and not to use such information for its own purposes or to divulge such information to any third party. 14.16 In the event that any of the representations, warranties or covenants or any portion of them contained in this agreement are unenforceable or are declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or the validity of the remaining terms or portions of this agreement, and such unenforceable or invalid representation, warranty or covenant or portion thereof shall be severable from the remainder of this agreement. 14.17 If any dispute or question (a "Dispute") shall arise between the Vendor, ------- on the one hand, and the Purchaser, on the other hand, concerning the interpretation of this agreement or any part thereof, the parties shall attempt in good faith to resolve such Dispute. If the parties have not agreed to a settlement of the Dispute within thirty (30) days from the date on which the Dispute first became known to both parties, then the parties agree that the Dispute shall be submitted to arbitration pursuant to the Arbitration Act, 1991 (Ontario). Such Dispute shall not be made the subject matter of an action in any court by any party unless the Dispute has first been submitted to arbitration and finally determined in accordance with the provisions of Schedule "14.17" hereto, and in such event, such action shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario. Any such action commenced thereafter shall only be for the purpose of enforcing the decision of the arbitrator and the costs incidental to the action. In any such action, the decision of the arbitrator shall be conclusively deemed to determine the rights and liabilities as between the parties to the arbitration in respect of the Dispute. 14.18 This agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement and notwithstanding their date of execution shall be deemed to be executed on the date first written above. The delivery of an executed counterpart copy of this agreement by facsimile or telecopy shall be deemed to be the equivalent of the delivery of an original executed copy thereof.

General Contract Provisions. 14.1 The closing of the transaction transactions contemplated herein shall take place at the Time of Closing, on the Date of Closing, at the offices of the Purchaser or at such other place as may be agreed to in writing by the parties hereto. 14.2 Any tender of documents or money hereunder may be made upon the parties themselves or upon their respective solicitors. 14.3 All notices, requests, demands or other communications by the terms parties hereof required or permitted to be given by one party to another shall be given in writing by personal delivery delivery, by telecopier or by facsimile transmission registered mail, postage paid, addressed to such other party or delivered to such other party as follows: (a) to the Purchaser and the Parent Vendor at: 00X 784 SW 158 Lane Sunrise, Floxxxx 00000 (x) xx xxx Xxxxxxxxx xx: 110 East Broward Boulevard, Suite 1400 Xxxx Xxxxxxxxxx, Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX, X0X 0X0 Facsimile No.00000 Xxx: (000) 000-0000 (b) to the Vendors at: 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX, X0X 0X0 Facsimile No.: (000) 000-0000 A. Cespedes or at such other address as may oxxxx xxxxxxx xx xxy be given by any either of them to the others other in writing from time to timetime and such notices, requests, demands or other communications shall be deemed to have received when delivered, or if telecopied, on the business day following the date of telecopying thereof, or if mailed, five (5) business days following the date of mailing thereof; provided that if any such notice, request, demand or other communication shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such notices, requests, demands or other communications shall be deemed to have been received when delivered, or, if sent by facsimile transmission, on five (5) business days after the date of transmission unless sent on a non-Business Day or after 5:00 p.m. on a Business Day, in which case it shall be deemed to have been received on the next Business Day day following the day resumption of such transmission. 14.3 Any tender of documents or money hereunder may be made upon the Vendors or the Purchaser or their respective solicitors, and money may be tendered by negotiable cheque from a bank within the meaning of the Bank Act (Canada)normal mail service. 14.4 The parties hereto hereby covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and bylaws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every part hereofthereof. 14.5 This agreement shall be governed by the laws of the Province State of Ontario Delaware (without regard to conflict of laws principles) and the federal laws of United States applicable therein. Notwithstanding the foregoing, Ontario law and the laws of Canada applicable thereintherein shall apply to all conveyance and transfer of title matters and the Vendor's obligations in connection therewith shall be governed by Ontario law. 14.6 Except as otherwise stated herein, dollar amounts referred to in this agreement shall be in Canadian United States funds. 14.7 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun. 14.8 The division divisions of this agreement into articles, sections, subsections and schedules is are for convenience of reference only and shall not affect the interpretation or construction of this agreement. 14.9 Each party shall be responsible for its own legal and audit fees and other expenses incurred in connection with the purchase and sale of the Purchased Shares, the completion of the transaction contemplated herein and any post-closing matters in connection with the transaction contemplated herein. 14.10 No obligation of any party pursuant to this agreement to use reasonable efforts, best efforts or to attempt to obtain a consent, approval or waiver, shall obligate such party to make any payment to any person or pay an increased rental (except as provided for herein) or other charge or fee or make or incur any additional payment, guarantee or financial contribution or arrangement or to institute legal or arbitration or other proceedings in connection therewith. 14.11 Time shall be of the essence of this agreement and of every part hereof, hereof and no not extension or variation of this agreement shall operate as a waiver of this provision. 14.12 14.10 This agreement shall constitute constitutes the entire agreement between the parties hereto with respect to all of matters herein. This agreement supersedes any and all agreements, understandings and representations made between the matters herein parties prior to the date hereof, and this agreement shall not be amended except by a memorandum in writing signed by all of the parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid. This agreement supersedes all prior agreements. 14.11 The Purchaser shall be entitled, arrangements and understandings, whether oral or written, express or implied, with respect upon giving notice to the subject matter hereof. 14.13 No party hereto may Vendor at any time prior to the Time of Closing, to assign this agreement to any affiliate of the Purchaser in which case such assignee shall have and may exercise all the rights, and shall assume all of the obligations, of the Purchaser under this agreement, other than the obligation to issue the Warrants and the Employment Agreement which shall remain obligations of the Purchaser, and any reference to the Purchaser in this agreement shall in such case be deemed to refer to such assignee (and the assignee shall also be entitled to all of the benefits under this agreement, including, without limitation, reliance on the Vendor's representations and warranties and the indemnification provisions of Article 11), provided that in any such case the Vendor and such assignee shall execute an agreement confirming such assignment and such assumption of obligations and provided further that no such assignment shall release the Purchaser from liability for its obligations as purchaser of the Transferred Assets under this agreement. Except as hereinbefore provided, neither this agreement nor any rights or obligations under this agreement shall be assignable by any part hereof party without the prior written consent of each of the other party heretoparties. This Subject thereto, this agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors (including any successor by reason of amalgamation of any party) and permitted assigns. 14.14 No public announcements shall be released or disclosure made concerning the transaction contemplated herein by any party hereto without the consent of the others of them; provided that any party shall be entitled to make all announcements, without any consent of the other but after making best efforts to give prior notice to the others, necessary to enable it to comply with applicable law and with the rules of regulatory bodies having jurisdiction. Any party required by law or any regulatory body to file copies of this agreement or any agreements contemplated hereby shall do so only after having duly requested confidential treatment thereof pursuant to any procedure that may be available therefor. 14.15 The Purchaser and the Vendors agree that all information relating to the Corporations and the Purchaser and those with whom the Corporations and the Purchaser have business dealings and to their respective assets and legal and financial condition obtained pursuant to this agreement is strictly confidential and shall be used only for the purposes provided for in this agreement. In the event that this transaction is terminated for any reason, each party hereby agrees to return all information obtained in any type of medium, including all copies of any nature, and not to use such information for its own purposes or to divulge such information to any third party. 14.16 14.12 In the event that any of the representationswarranties, warranties representations or covenants or any portion of them contained in this agreement are unenforceable or are declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or the validity of the remaining terms or portions thereof of this agreement, and such unenforceable or invalid representationwarranty, warranty representations or covenant or portion thereof shall be severable servable from the remainder of this agreement. 14.17 If any dispute or question (a "Dispute") shall arise between the Vendor, ------- on the one hand, and the Purchaser, on the other hand, concerning the interpretation of this agreement or any part thereof, the parties shall attempt in good faith to resolve such Dispute. If the parties have not agreed to a settlement of the Dispute within thirty (30) days from the date on which the Dispute first became known to both parties, then the parties agree that the Dispute shall be submitted to arbitration pursuant to the Arbitration Act, 1991 (Ontario). Such Dispute shall not be made the subject matter of an action in any court by any party unless the Dispute has first been submitted to arbitration and finally determined in accordance with the provisions of Schedule "14.17" hereto, and in such event, such action shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario. Any such action commenced thereafter shall only be for the purpose of enforcing the decision of the arbitrator and the costs incidental to the action. In any such action, the decision of the arbitrator shall be conclusively deemed to determine the rights and liabilities as between the parties to the arbitration in respect of the Dispute. 14.18 14.13 This agreement may be executed in several counterparts, each counterparts and the parties acknowledge and agree that facsimile transmission ("fax") of which when so executed documents shall be deemed to be an accepted as original and executed copies of such counterparts together shall constitute one and documents. For the same agreement and notwithstanding their date of execution shall be deemed to be executed on the date first written above. The delivery of an executed counterpart copy purpose of this agreement and any notices required hereunder, an original signature transmitted by facsimile or telecopy fax shall be deemed to as effective as the original signature itself. 14.14 All costs and expenses (including, without limitation, the fees and disbursement of legal counsel) incurred in connection with this agreement and the transactions contemplated hereby shall be paid by the equivalent of the delivery of an original executed copy thereofparty incurring such expenses.

General Contract Provisions. 14.1 13.1 The closing of the transaction contemplated herein shall take place at the Time of Closing, on the Date of Closing, at the offices of the Purchaser or at such other place as may be agreed to in writing by the parties hereto. 14.2 13.2 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by facsimile transmission addressed to such other party or delivered to such other party as follows: (a) to the Purchaser and the Parent at: 00X Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX, Xxxxxx, X0X 0X0 Facsimile No.: (000) 000-0000 (b) to the Vendors Vendor at: 0000 Xxxxxxx 0 Xxxxxxxxxxxx Xxxxx XxxxxxxxxxxXxx Xxxx, XXXxx Xxxx, X0X 0X0 XXX, 00000 Facsimile No.: (000) 000-0000 or at such other address as may be given by any of them to the others in writing from time to time, and such notices, requests, demands or other communications shall be deemed to have been received when delivered, or, if sent by facsimile transmission, on the date of transmission unless sent on a non-Business Day or after 5:00 p.m. on a Business Day, in which case it shall be deemed to have been received on the next Business Day following the day of such transmission. 14.3 13.3 Any tender of documents or money hereunder may be made upon the Vendors Vendor or the Purchaser or their respective solicitors, and money may be tendered by negotiable cheque from a bank within the meaning of the Bank Act (Canada). 14.4 13.4 The parties hereto covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and bylaws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every part hereof. 14.5 13.5 This agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. 14.6 13.6 Except as otherwise stated herein, dollar amounts referred to in this agreement shall be in Canadian funds. 14.7 13.7 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun. 14.8 13.8 The division of this agreement into articles, sections, subsections and schedules is for convenience of reference only and shall not affect the interpretation or construction of this agreement. 14.9 13.9 Each party shall be responsible for its own legal and audit fees and other expenses incurred in connection with the purchase and sale of the Purchased Shares, the completion of the transaction contemplated herein and any post-closing matters in connection with the transaction contemplated herein. 14.10 13.10 No obligation of any party pursuant to this agreement to use reasonable efforts, best efforts or to attempt to obtain a consent, approval or waiver, shall obligate such party to make any payment to any person or pay an increased rental (except as provided for herein) or other charge or fee or make or incur any additional payment, guarantee or financial contribution or arrangement or to institute legal or arbitration or other proceedings in connection therewith. 14.11 13.11 Time shall be of the essence of this agreement and of every part hereof, and no extension or variation of this agreement shall operate as a waiver of this provision. 14.12 13.12 This agreement shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and this agreement shall not be amended except by a memorandum in writing signed by all of the parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid. This agreement supersedes all prior agreements, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. 14.13 13.13 No party hereto may assign this agreement or any part hereof without the prior written consent of the other party hereto. This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 14.14 13.14 No public announcements shall be released or disclosure made concerning the transaction contemplated herein by any party hereto without the consent of the others of them; provided that any party shall be entitled to make all announcements, without any consent of the other but after making best efforts to give prior notice to the others, necessary to enable it to comply with applicable law and with the rules of regulatory bodies having jurisdiction. Any party required by law or any regulatory body to file copies of this agreement or any agreements contemplated hereby shall do so only after having duly requested confidential treatment thereof pursuant to any procedure that may be available therefor. 14.15 13.15 The Purchaser and the Vendors Vendor agree that all information relating to the Corporations Corporation and the Purchaser and those with whom the Corporations Corporation and the Purchaser have business dealings and to their respective assets and legal and financial condition obtained pursuant to this agreement is strictly confidential and shall be used only for the purposes provided for in this agreement. In the event that this transaction is terminated for any reason, each party hereby agrees to return all information obtained in any type of medium, including all copies of any nature, and not to use such information for its own purposes or to divulge such information to any third party. 14.16 13.16 In the event that any of the representations, warranties or covenants or any portion of them contained in this agreement are unenforceable or are declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or the validity of the remaining terms or portions of this agreement, and such unenforceable or invalid representation, warranty or covenant or portion thereof shall be severable from the remainder of this agreement. 14.17 13.17 If any dispute or question (a "Dispute") shall arise between the Vendor, ------- on the one hand, and the Purchaser, on the other hand, concerning the interpretation of this agreement or any part thereof, the parties shall attempt in good faith to resolve such Dispute. If the parties have not agreed to a settlement of the Dispute within thirty (30) days from the date on which the Dispute first became known to both parties, then the parties agree that the Dispute shall be submitted to arbitration pursuant to the Arbitration Act, 1991 (Ontario). Such Dispute shall not be made the subject matter of an action in any court by any party unless the Dispute has first been submitted to arbitration and finally determined in accordance with the provisions of Schedule "14.1713.17" hereto, and in such event, such action shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario. Any such action commenced thereafter shall only be for the purpose of enforcing the decision of the arbitrator and the costs incidental to the action. In any such action, the decision of the arbitrator shall be conclusively deemed to determine the rights and liabilities as between the parties to the arbitration in respect of the Dispute. 14.18 13.18 This agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement and notwithstanding their date of execution shall be deemed to be executed on the date first written above. The delivery of an executed counterpart copy of this agreement by facsimile or telecopy shall be deemed to be the equivalent of the delivery of an original executed copy thereof.

General Contract Provisions. 14.1 13.1 The closing parties hereto shall from time to time execute and deliver all such further documents and do all acts and things as the other parties may reasonably require to carry out effectively or better evidence or perfect the full intent and meaning of the transaction contemplated herein shall take place at the Time of Closing, on the Date of Closing, at the offices of the Purchaser or at such other place as may be agreed to in writing by the parties heretothis Agreement. 14.2 13.2 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by facsimile transmission addressed to such other party or delivered to such other party as follows: (a) to the Purchaser and the Parent Fund at: 00X Computershare Trust Company of Canada Corporate Trust Services 000 Xxxxxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX, X0X 0X0 Facsimile No.Attention: Manager, Client Services Facsimile: (000) 000-0000 (b) to the Vendors Manager at: 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxxxx, XX, X0X 0X0 Facsimile No.Attention: President Facsimile: (000) 000-0000 (c) to the Investment 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Advisor at: Xxxxxxx, Xxxxxxx X0X 0X0 Attention: President Facsimile: (000) 000-0000 or at such other address as may be given by any of them to the others in writing from time to time, and such . Such notices, requests, demands or other communications shall be deemed to have been received when delivered, or, . if sent by facsimile transmission, on the date of transmission transmission, unless sent on a non-Business Day or after 5:00 p.m. on a Business Day, in which case it they shall be deemed to have been received on the next Business Day following the day of such transmission. 14.3 Any tender of documents 13.3 This Agreement may not be assigned in whole or money hereunder may be made upon in part by the Vendors Fund or the Purchaser Manager. This Agreement may not be assigned in whole or their respective solicitors, and money may be tendered by negotiable cheque from a bank within the meaning of the Bank Act (Canada). 14.4 The parties hereto covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and bylaws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every part hereof. 14.5 This agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. 14.6 Except as otherwise stated herein, dollar amounts referred to in this agreement shall be in Canadian funds. 14.7 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun. 14.8 The division of this agreement into articles, sections, subsections and schedules is for convenience of reference only and shall not affect the interpretation or construction of this agreement. 14.9 Each party shall be responsible for its own legal and audit fees and other expenses incurred in connection with the purchase and sale of the Purchased Shares, the completion of the transaction contemplated herein and any post-closing matters in connection with the transaction contemplated herein. 14.10 No obligation of any party pursuant to this agreement to use reasonable efforts, best efforts or to attempt to obtain a consent, approval or waiver, shall obligate such party to make any payment to any person or pay an increased rental (except as provided for herein) or other charge or fee or make or incur any additional payment, guarantee or financial contribution or arrangement or to institute legal or arbitration or other proceedings in connection therewith. 14.11 Time shall be of the essence of this agreement and of every part hereof, and no extension or variation of this agreement shall operate as a waiver of this provision. 14.12 This agreement shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and this agreement shall not be amended except by a memorandum in writing signed by all of the parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid. This agreement supersedes all prior agreements, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. 14.13 No party hereto may assign this agreement or any part hereof Investment Advisor without the express prior written consent of the other party heretoManager and the Fund. Notwithstanding the foregoing, the Investment Advisor is permitted to assign all or any part of its interest in the Investment Advisor Fee. 13.4 This agreement Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 14.14 No public announcements 13.5 Time shall be released or disclosure made concerning the transaction contemplated herein by any party hereto without the consent of the others of them; provided that any party shall be entitled to make all announcements, without any consent of the other but after making best efforts to give prior notice to the others, necessary to enable it to comply with applicable law and with the rules of regulatory bodies having jurisdiction. Any party required by law or any regulatory body to file copies essence of this agreement or any agreements contemplated hereby shall do so only after having duly requested confidential treatment thereof pursuant to any procedure that may be available thereforAgreement. 14.15 The Purchaser and 13.6 This Agreement constitutes the Vendors agree that all information relating to the Corporations and the Purchaser and those with whom the Corporations and the Purchaser have business dealings and to their respective assets and legal and financial condition obtained pursuant to this entire agreement is strictly confidential and shall be used only for the purposes provided for in this agreement. In the event that this transaction is terminated for any reason, each party hereby agrees to return all information obtained in any type of medium, including all copies of any nature, and not to use such information for its own purposes or to divulge such information to any third party. 14.16 In the event that any of the representations, warranties or covenants or any portion of them contained in this agreement are unenforceable or are declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or the validity of the remaining terms or portions of this agreement, and such unenforceable or invalid representation, warranty or covenant or portion thereof shall be severable from the remainder of this agreement. 14.17 If any dispute or question (a "Dispute") shall arise between the Vendor, ------- on the one hand, and the Purchaser, on the other hand, concerning the interpretation of this agreement or any part thereof, the parties shall attempt in good faith hereto with respect to resolve such Dispute. If the parties have not agreed to a settlement of the Dispute within thirty (30) days from the date on which the Dispute first became known to both parties, then the parties agree that the Dispute shall be submitted to arbitration pursuant to the Arbitration Act, 1991 (Ontario). Such Dispute shall not be made the subject matter of an action in hereof and cancels and supersedes any court by any party unless the Dispute has first been submitted to arbitration prior understandings and finally determined in accordance with the provisions of Schedule "14.17" hereto, and in such event, such action shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of agreements between the parties hereto hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontariowith respect thereto. Any such action commenced thereafter shall only be for the purpose of enforcing the decision of the arbitrator and the costs incidental to the action. In any such actionThere are no representations, the decision of the arbitrator shall be conclusively deemed to determine the rights and liabilities as warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties to the arbitration other than as expressed and set forth in respect of the Disputethis Agreement. 14.18 This agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement and notwithstanding their date of execution shall be deemed to be executed on the date first written above. The delivery of an executed counterpart copy of this agreement by facsimile or telecopy shall be deemed to be the equivalent of the delivery of an original executed copy thereof.