Common use of Receipt of Closing Documentation Clause in Contracts

Receipt of Closing Documentation. The Purchasers shall have received copies of all certificates, documents and agreements, duly executed by all parties thereto (other than the Purchasers), that are required to be delivered by the Shareholders or the Company pursuant hereto or in connection herewith, in form and content satisfactory to the Purchasers, acting reasonably, including, without limitation, the following: (1) the Escrow Agreement; (2) the Adjustment Escrow Agreement; (3) certified copies of the incorporating documents and by-laws (or the equivalent thereof) in respect of the Company and each Subsidiary; (4) certified copies of all resolutions of the directors and shareholders of the Company authorizing the execution and delivery of this Agreement and all other documents contemplated herein and the completion of the transactions contemplated herein, including the transfer of the Purchased Shares from the Share Vendors to the Share Purchaser and the transfer of the Purchased Assets from the Company to the Purchaser; (5) certified copies of all resolutions of directors and shareholders and related documentation evidencing the duly authorized completion of the Reorganization Closing; (6) the Updated Financial Statements; (7) signed certificate of the Chief Financial Officer of the Company pursuant to the provision of Section 3.11; (8) true and complete copies of: (a) the audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 and September 30, 2003, and the audited consolidated statements of income and cash flows of the Company and its Subsidiaries for the two fiscal years ended September 30, 2002 and September 30, 2003 and for the quarter ended September 30, 2002 and September 30, 2003, together with all related notes and schedules thereto, accompanied by the reports thereon of the Auditor; and (b) the consolidated statements of income and cash flows of the Company and its Subsidiaries for the quarters ended December 31, 2002 and 2003, together with all related notes and schedules thereto and the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003; (collectively, the "Historical Financial Statements") in each case, reconciled to generally accepted accounting principal in the United States and prepared in compliance with Regulation S-X under the U.S. Securities Act of 1933, as amended ("Regulation S-X"). For greater certainty, the costs related to the preparation of such reconciliation and compliance with Regulation S-X shall be borne by the Purchaser; (9) employment agreements and other related arrangements between the Company and each of Bruce Croxon, Nicholas Paine, Edward Lum, Ron Duke, Paul Galxxxxx xxx Xxorxx Xxxxxx; (00) xx xxxxxxn xx Xxxxxny Xxxxxxx xxxxx xxx Closxxx Xxxx xx xorm and substance acceptable to the Purchasers, acting reasonably; (11) resignations, effective as of the Share Purchase Closing Time, from each director and officer of the Company and of each director and officer, or management board member, as applicable, of each Subsidiary, and a release from each such director, officer or management board member, as applicable (other than for Claims for current unpaid remuneration or Claims under indemnities provided to such individual by the Company or a Subsidiary); (12) share certificates representing all of the Purchased Shares duly endorsed in blank for transfer or accompanied by a duly executed stock transfer and power of attorney; (13) a duly executed general conveyance and assignment transferring all of the Purchased Assets to the Purchaser in accordance with the terms of this Agreement; (14) Counterparts executed by each Shareholder; (15) evidence satisfactory to the Purchasers, acting reasonably, that all Options have been exercised or terminated; (16) evidence satisfactory to the Purchasers, acting reasonably, that all loans from the Company or any Subsidiary to Employees and Shareholders have been repaid in full; (17) evidence satisfactory to the Purchasers, acting reasonably, that the Reorganization has been completed in accordance with the terms set forth herein and on such other terms as are acceptable to the Purchaser, acting reasonably; (18) a true and complete list of all taxation years of the Company and the Subsidiaries that remain open for the reassessment of additional Taxes as at the date of this Agreement; (19) evidence satisfactory to the Purchasers, acting reasonably, that the Shareholders Agreement has been terminated and all required consents and waivers related thereto have been obtained from the Shareholders; (20) releases from each Shareholder releasing the Company and the Purchaser from any liability arising prior to the Share Purchase Closing Time, or otherwise in connection with the transactions contemplated herein, except in respect of any Claim made pursuant to and in accordance with this Agreement or in respect of or incidental to their employment by the Company or any Subsidiary (provided such Claims arise in connection with activities that are necessary or required in respect of or incidental to their employment and the performance of their duties and arise in the ordinary course of business); and (21) such other documents, certificates and instruments as may be reasonably required by the Purchaser to complete the transactions contemplated herein. If any of the foregoing conditions in this Article has not been fulfilled by the Asset Purchase Closing Time or the Share Purchase Closing Time, as applicable, the Purchasers may terminate this Agreement by notice in writing to the Shareholders, without prejudice to their rights to recover damages for the breach of this Agreement. In addition, the Purchasers may waive compliance with any condition in whole or in part if they see fit to do so, without prejudice to their rights of termination in the event of non- fulfilment of any other condition, in whole or in part, or to their rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

Receipt of Closing Documentation. All documentation relating to the sale and purchase of the Shares including the Closing Documents relating to the due authorization and completion of such sale and purchase and all actions and proceedings taken on or prior to the Closing in connection with the performance by the Seller of its obligations under this Agreement shall be satisfactory to the Buyer and its counsel acting reasonably. The Purchasers Buyer shall have received copies of all certificates, documents and agreements, duly executed by all parties thereto (other than the Purchasers), that are required to be delivered by the Shareholders or the Company pursuant hereto or in connection herewith, in form and content satisfactory to the Purchasers, acting reasonably, including, without limitation, the following: (1i) the Escrow Agreement; (2) the Adjustment Escrow Agreement; (3) certified copies of the incorporating documents original complete and byup-laws (or the equivalent thereof) in respect to-date minute books of the Company and each the Subsidiary; , (4ii) a certified copies of all resolutions copy of the directors Seller’s, the Company’s and shareholders the Subsidiary’s Articles, by-laws and corporate resolutions authorizing the transactions contemplated by this Agreement, (iii) an incumbency certificate of the Seller, (iv) a certificate of existence for the Seller, the Company authorizing and the Subsidiary, (v) a legal opinion of counsels to the Seller (Canadian and American) as to the incorporation and existence of the Seller, the Company and the Subsidiary, as to the due execution and delivery of this Agreement by the Seller and all as to the enforceability of this Agreement against the Seller, subject to usual qualifications including those set forth in Section 3.4, and on the share capital and other documents contemplated herein corporate subjects related to the Company and the completion Subsidiary, (vi) securities certificates in negotiable form representing the Shares issued to the Buyer, (vii) a certificate of one senior officer of the Seller certifying as to the matters set out in Subsection 6.1.1 and (viii) such other Closing Documents as the Buyer may reasonably request in order to establish the consummation of the transactions contemplated herein, including the transfer of the Purchased Shares from the Share Vendors to the Share Purchaser hereby and the transfer of the Purchased Assets from the Company to the Purchaser; (5) certified copies taking of all resolutions of directors corporate proceedings in connection therewith in form (as to certification and shareholders and related documentation evidencing the duly authorized completion of the Reorganization Closing; (6otherwise) the Updated Financial Statements; (7) signed certificate of the Chief Financial Officer of the Company pursuant to the provision of Section 3.11; (8) true and complete copies of: (a) the audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 and September 30, 2003, and the audited consolidated statements of income and cash flows of the Company and its Subsidiaries for the two fiscal years ended September 30, 2002 and September 30, 2003 and for the quarter ended September 30, 2002 and September 30, 2003, together with all related notes and schedules thereto, accompanied by the reports thereon of the Auditor; and (b) the consolidated statements of income and cash flows of the Company and its Subsidiaries for the quarters ended December 31, 2002 and 2003, together with all related notes and schedules thereto and the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003; (collectively, the "Historical Financial Statements") in each case, reconciled to generally accepted accounting principal in the United States and prepared in compliance with Regulation S-X under the U.S. Securities Act of 1933, as amended ("Regulation S-X"). For greater certainty, the costs related to the preparation of such reconciliation and compliance with Regulation S-X shall be borne by the Purchaser; (9) employment agreements and other related arrangements between the Company and each of Bruce Croxon, Nicholas Paine, Edward Lum, Ron Duke, Paul Galxxxxx xxx Xxorxx Xxxxxx; (00) xx xxxxxxn xx Xxxxxny Xxxxxxx xxxxx xxx Closxxx Xxxx xx xorm and substance acceptable to the Purchasers, acting reasonably; (11) resignations, effective as of the Share Purchase Closing Time, from each director and officer of the Company and of each director and officer, or management board member, as applicable, of each Subsidiary, and a release from each such director, officer or management board member, as applicable (other than for Claims for current unpaid remuneration or Claims under indemnities provided to such individual by the Company or a Subsidiary); (12) share certificates representing all of the Purchased Shares duly endorsed in blank for transfer or accompanied by a duly executed stock transfer and power of attorney; (13) a duly executed general conveyance and assignment transferring all of the Purchased Assets to the Purchaser in accordance with the terms of this Agreement; (14) Counterparts executed by each Shareholder; (15) evidence satisfactory to the Purchasers, Buyer acting reasonably, that all Options have been exercised or terminated; (16) evidence satisfactory to the Purchasers, acting reasonably, that all loans from the Company or any Subsidiary to Employees and Shareholders have been repaid in full; (17) evidence satisfactory to the Purchasers, acting reasonably, that the Reorganization has been completed in accordance with the terms set forth herein and on such other terms as are acceptable to the Purchaser, acting reasonably; (18) a true and complete list of all taxation years of the Company and the Subsidiaries that remain open for the reassessment of additional Taxes as at the date of this Agreement; (19) evidence satisfactory to the Purchasers, acting reasonably, that the Shareholders Agreement has been terminated and all required consents and waivers related thereto have been obtained from the Shareholders; (20) releases from each Shareholder releasing the Company and the Purchaser from any liability arising prior to the Share Purchase Closing Time, or otherwise in connection with the transactions contemplated herein, except in respect of any Claim made pursuant to and in accordance with this Agreement or in respect of or incidental to their employment by the Company or any Subsidiary (provided such Claims arise in connection with activities that are necessary or required in respect of or incidental to their employment and the performance of their duties and arise in the ordinary course of business); and (21) such other documents, certificates and instruments as may be reasonably required by the Purchaser to complete the transactions contemplated herein. If any of the foregoing conditions in this Article has not been fulfilled by the Asset Purchase Closing Time or the Share Purchase Closing Time, as applicable, the Purchasers may terminate this Agreement by notice in writing to the Shareholders, without prejudice to their rights to recover damages for the breach of this Agreement. In addition, the Purchasers may waive compliance with any condition in whole or in part if they see fit to do so, without prejudice to their rights of termination in the event of non- fulfilment of any other condition, in whole or in part, or to their rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

Receipt of Closing Documentation. The Purchasers Shareholders shall have received copies of all certificates, documents and agreements, duly executed by all parties thereto (other than the Purchasers), that are required to be delivered by the Shareholders or the Company Purchasers pursuant hereto or in connection herewith, in form and content satisfactory to the PurchasersShareholders, acting reasonably, including, without limitation, the following: (1) the Escrow Agreement; (2) the Adjustment Escrow Agreement; (3) certified copies of the incorporating documents and by-laws (or the equivalent thereof) in respect of the Company and each SubsidiaryPurchasers; (4) certified copies of all resolutions of the directors and shareholders shareholders, as applicable, of the Company Purchasers, authorizing the execution and delivery of this Agreement and all other documents contemplated herein herein, and the completion of the transactions contemplated herein, including the transfer purchase of the Purchased Shares from the Share Vendors to the Share Purchaser and the transfer of the Purchased Assets from the Company to the PurchaserAssets; (5) certified copies an opinion of all resolutions of directors and shareholders and related documentation evidencing the duly authorized completion of the Reorganization Closing; (6) the Updated Financial Statements; (7) signed certificate of the Chief Financial Officer of the Company pursuant to the provision of Section 3.11; (8) true and complete copies of: (a) the audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 and September 30, 2003, and the audited consolidated statements of income and cash flows of the Company and its Subsidiaries for the two fiscal years ended September 30, 2002 and September 30, 2003 and for the quarter ended September 30, 2002 and September 30, 2003, together with all related notes and schedules thereto, accompanied by the reports thereon of the Auditor; and (b) the consolidated statements of income and cash flows of the Company and its Subsidiaries for the quarters ended December 31, 2002 and 2003, together with all related notes and schedules thereto and the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003; (collectively, the "Historical Financial Statements") in each case, reconciled to generally accepted accounting principal in the United States and prepared in compliance with Regulation S-X under the U.S. Securities Act of 1933, as amended ("Regulation S-X"). For greater certainty, the costs related to the preparation of such reconciliation and compliance with Regulation S-X shall be borne by the Purchaser; (9) employment agreements and other related arrangements between the Company and each of Bruce Croxon, Nicholas Paine, Edward Lum, Ron Duke, Paul Galxxxxx xxx Xxorxx Xxxxxx; (00) xx xxxxxxn xx Xxxxxny Xxxxxxx xxxxx xxx Closxxx Xxxx xx xorm and substance acceptable counsel to the Purchasers, Stikeman Elliott LLP, dated the Closing Date in form and substance satisfactory to the Shareholders, acting reasonably; (116) resignations, effective as payment of the Share Purchase Closing TimePrice, from each director Asset Purchase Price and officer of the Company and of each director and officer, or management board member, as applicable, of each Subsidiary, and a release from each such director, officer or management board member, as applicable (other than Purchase for Claims for current unpaid remuneration or Claims under indemnities provided to such individual by Cancellation Price payable at the Company or a Subsidiary); (12) share certificates representing all of the Purchased Shares duly endorsed in blank for transfer or accompanied by a duly executed stock transfer and power of attorney; (13) a duly executed general conveyance and assignment transferring all of the Purchased Assets to the Purchaser Closings in accordance with the terms of this Agreement; (14) Counterparts executed by each Shareholder; (15) evidence satisfactory to the Purchasers, acting reasonably, that all Options have been exercised or terminated; (16) evidence satisfactory to the Purchasers, acting reasonably, that all loans from the Company or any Subsidiary to Employees and Shareholders have been repaid in full; (17) evidence satisfactory to the Purchasers, acting reasonably, that the Reorganization has been completed in accordance with the terms set forth herein and on such other terms as are acceptable to the Purchaser, acting reasonably; (18) a true and complete list of all taxation years of the Company and the Subsidiaries that remain open for the reassessment of additional Taxes as at the date of this Agreement; (19) evidence satisfactory to the Purchasers, acting reasonably, that the Shareholders Agreement has been terminated and all required consents and waivers related thereto have been obtained from the Shareholders; (20) releases from each Shareholder releasing the Company and the Purchaser from any liability arising prior to the Share Purchase Closing Time, or otherwise in connection with the transactions contemplated herein, except in respect of any Claim made pursuant to and in accordance with this Agreement or in respect of or incidental to their employment by the Company or any Subsidiary (provided such Claims arise in connection with activities that are necessary or required in respect of or incidental to their employment and the performance of their duties and arise in the ordinary course of business)Article 3; and (217) such other documents, certificates and instruments as may be reasonably required by the Purchaser Shareholders to complete the transactions contemplated herein. If any of the foregoing conditions in this Article has not been fulfilled by the Asset Purchase Closing, the Share Closing Time or the Share Purchase Closing Timefor Cancellation Closing, as applicable, the Purchasers Shareholders may terminate this Agreement by notice in writing to the ShareholdersPurchaser, without prejudice to their respective rights to recover damages for the breach of this Agreement. In addition, the Purchasers Shareholders may waive compliance with any condition in whole or in part if they see fit to do so, without prejudice to their respective rights of termination in the event of non- fulfilment of any other condition, in whole or in part, or to their respective rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

Receipt of Closing Documentation. The Purchasers All instruments of conveyance and assignment and other documentation relating to the sale and purchase of the Purchased Assets, including assignments of each of the Contracts listed in Schedule 2.1(d), each of the Governmental Authorization listed in Schedule 2.1(e) and each of the Real Property Agreements (and consents to such assignments executed and delivered by the agreement counterparty(ies) in each case, or assignment and assumption agreements executed and delivered by the agreement counterparty(ies) in each case and in respect thereof, where required), notices of assignment, bills of sale and documentation relating to the due authorization and completion of such sale and purchase shall be satisfactory to the Purchaser, acting reasonably, and the Purchaser shall have received copies of all certificates, documents and agreements, duly executed by all parties thereto (such documentation or other than evidence as it may reasonably request in order to establish the Purchasers), that are required to be delivered by the Shareholders or the Company pursuant hereto or in connection herewith, in form and content satisfactory to the Purchasers, acting reasonably, including, without limitation, the following: (1) the Escrow Agreement; (2) the Adjustment Escrow Agreement; (3) certified copies of the incorporating documents and by-laws (or the equivalent thereof) in respect of the Company and each Subsidiary; (4) certified copies of all resolutions of the directors and shareholders of the Company authorizing the execution and delivery of this Agreement and all other documents contemplated herein and the completion consummation of the transactions contemplated hereinby this Agreement and the taking of all proceedings in connection with such transactions in compliance with these conditions, in form (as to certification and otherwise) and substance satisfactory to the Purchaser, acting reasonably. Without limiting the foregoing: (a) the Project Lender shall have consented in writing to the assumption by the Purchaser of the Vendor’s obligations and liabilities existing at the Closing Time under the Project Loan Agreement, including the transfer of the Purchased Shares from the Share Vendors to the Share Purchaser Project Loan and the transfer of Project Loan Security, and the Purchased Assets from the Company Purchaser shall have assumed such liabilities and obligations on terms and conditions reasonably satisfactory to the Purchaser; (5b) certified copies Bullfrog shall have executed and delivered an assumption and assignment agreement with respect to the assignment by the Vendor to the Purchaser of all resolutions of directors and shareholders and related documentation evidencing the duly authorized completion each of the Reorganization ClosingPower Purchase Agreement (Veronika) and the Power Purchase Agreement (Victoria) in a form acceptable to Bullfrog; (6c) HONI shall have executed and delivered an assumption and assignment agreement in respect of the Updated Financial StatementsDistribution Connection Agreement in a form acceptable to HONI; (7d) signed certificate Enercon GmbH shall have executed and delivered an assumption and assignment agreement in respect of the Chief Financial Officer of the Company pursuant Enercon Partner Konzept Agreement, in a form acceptable to Enercon GmbH and reasonably acceptable to the provision of Section 3.11; (8) true and complete copies of: (a) the audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 and September 30, 2003, and the audited consolidated statements of income and cash flows of the Company and its Subsidiaries for the two fiscal years ended September 30, 2002 and September 30, 2003 and for the quarter ended September 30, 2002 and September 30, 2003, together with all related notes and schedules thereto, accompanied by the reports thereon of the AuditorPurchaser; and (be) the consolidated statements of income Canada shall have executed and cash flows of the Company and its Subsidiaries for the quarters ended December 31, 2002 and 2003, together with all related notes and schedules thereto and the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003; (collectively, the "Historical Financial Statements") in each case, reconciled to generally accepted accounting principal in the United States and prepared in compliance with Regulation S-X under the U.S. Securities Act of 1933, as amended ("Regulation S-X"). For greater certainty, the costs related to the preparation of such reconciliation and compliance with Regulation S-X shall be borne by the Purchaser; (9) employment agreements and other related arrangements between the Company and each of Bruce Croxon, Nicholas Paine, Edward Lum, Ron Duke, Paul Galxxxxx xxx Xxorxx Xxxxxx; (00) xx xxxxxxn xx Xxxxxny Xxxxxxx xxxxx xxx Closxxx Xxxx xx xorm and substance acceptable to the Purchasers, acting reasonably; (11) resignations, effective as of the Share Purchase Closing Time, from each director and officer of the Company and of each director and officer, or management board member, as applicable, of each Subsidiary, and a release from each such director, officer or management board member, as applicable (other than for Claims for current unpaid remuneration or Claims under indemnities provided to such individual by the Company or a Subsidiary); (12) share certificates representing all of the Purchased Shares duly endorsed in blank for transfer or accompanied by a duly executed stock transfer and power of attorney; (13) a duly executed general conveyance delivered an assumption and assignment transferring all of the Purchased Assets to the Purchaser in accordance with the terms of this Agreement; (14) Counterparts executed by each Shareholder; (15) evidence satisfactory to the Purchasers, acting reasonably, that all Options have been exercised or terminated; (16) evidence satisfactory to the Purchasers, acting reasonably, that all loans from the Company or any Subsidiary to Employees and Shareholders have been repaid in full; (17) evidence satisfactory to the Purchasers, acting reasonably, that the Reorganization has been completed in accordance with the terms set forth herein and on such other terms as are acceptable to the Purchaser, acting reasonably; (18) a true and complete list of all taxation years of the Company and the Subsidiaries that remain open for the reassessment of additional Taxes as at the date of this Agreement; (19) evidence satisfactory to the Purchasers, acting reasonably, that the Shareholders Agreement has been terminated and all required consents and waivers related thereto have been obtained from the Shareholders; (20) releases from each Shareholder releasing the Company and the Purchaser from any liability arising prior to the Share Purchase Closing Time, or otherwise in connection with the transactions contemplated herein, except agreement in respect of any Claim made pursuant the Renewable Contribution Agreement, in a form acceptable to Canada, and in accordance with this Agreement or Environment Canada shall have executed and delivered an assumption and assignment agreement in respect of or incidental to their employment by the Company or any Subsidiary (provided such Claims arise in connection with activities that are necessary or required in respect of or incidental to their employment and the performance of their duties and arise in the ordinary course of business); and (21) such other documents, certificates and instruments as may be reasonably required by the Purchaser to complete the transactions contemplated herein. If any of the foregoing conditions in this Article has not been fulfilled by the Asset Purchase Closing Time or the Share Purchase Closing Time, as applicable, the Purchasers may terminate this Agreement by notice in writing to the Shareholders, without prejudice to their rights to recover damages for the breach of this EcoLogo Licence Agreement. In addition, the Purchasers may waive compliance with any condition in whole or in part if they see fit to do so, without prejudice to their rights of termination in the event of non- fulfilment of any other condition, in whole or in part, or a form acceptable to their rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this AgreementEnvironment Canada.

Receipt of Closing Documentation. The Purchasers shall Asset Vendor and the Shareholders have received copies caused to be delivered to the Purchaser the following: (a) in respect of the Asset Vendor: (i) a certificate of good standing issued by the Secretary of State in the State of Delaware; and (ii) a certificate of a senior officer certifying the constating documents of the Asset Vendor; the existence or non-existence of unanimous shareholders’ agreements and voting trust arrangements in respect of the Asset Vendor; the resolutions of the board of directors and shareholders of the Asset Vendor authorizing the execution, delivery and performance of this Agreement and of all certificatescontracts, documents and agreements, duly executed instruments, certificates and other documents required by all parties thereto (other than the Purchasers), that are required this Agreement to be delivered by the Shareholders or Asset Vendor; and the Company pursuant hereto or in connection herewith, in form incumbency and content satisfactory to the Purchasers, acting reasonably, including, without limitation, the following: (1) the Escrow Agreement; (2) the Adjustment Escrow Agreement; (3) certified copies signatures of the incorporating documents and by-laws (or the equivalent thereof) in respect officers of the Company and each Subsidiary; (4) certified copies of all resolutions of the directors and shareholders of the Company authorizing the execution and delivery of Asset Vendor executing this Agreement and all any other documents contemplated herein and document relating to the completion of the transactions contemplated herein, including the transfer sale of the Purchased Shares from the Share Vendors to the Share Purchaser and the transfer of the Purchased Assets from the Company to the PurchaserAssets; (5) certified copies of all resolutions of directors and shareholders and related documentation evidencing the duly authorized completion of the Reorganization Closing; (6) the Updated Financial Statements; (7) signed certificate of the Chief Financial Officer of the Company pursuant to the provision of Section 3.11; (8) true and complete copies of: (a) the audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 and September 30, 2003, and the audited consolidated statements of income and cash flows of the Company and its Subsidiaries for the two fiscal years ended September 30, 2002 and September 30, 2003 and for the quarter ended September 30, 2002 and September 30, 2003, together with all related notes and schedules thereto, accompanied by the reports thereon of the Auditor; and (b) a certificate from the consolidated statements Asset Vendor and each Shareholder certifying the truth and correctness of income their respective representations and cash flows of the Company and its Subsidiaries for the quarters ended December 31, 2002 and 2003, together with all related notes and schedules thereto and the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003; (collectivelywarranties, the "Historical Financial Statements") in each case, reconciled to generally accepted accounting principal in the United States and prepared in compliance with Regulation S-X under the U.S. Securities Act of 1933, as amended ("Regulation S-X"). For greater certainty, the costs related to the preparation of such reconciliation performance and compliance with Regulation S-X shall be borne by the Purchaser; (9) employment of his or its obligations, covenants and agreements under this Agreement and other related arrangements between the Company and each of Bruce Croxon, Nicholas Paine, Edward Lum, Ron Duke, Paul Galxxxxx xxx Xxorxx Xxxxxx; (00) xx xxxxxxn xx Xxxxxny Xxxxxxx xxxxx xxx Closxxx Xxxx xx xorm and substance acceptable to the Purchasers, acting reasonably; (11) resignations, effective as of the Share Purchase Closing Time, from each director and officer of the Company and of each director and officer, or management board member, as applicable, of each Subsidiary, and a release from each such director, officer or management board member, as applicable (other than for Claims for current unpaid remuneration or Claims under indemnities provided to such individual by the Company or a Subsidiary); (12) share certificates representing all of the Purchased Shares duly endorsed in blank for transfer or accompanied by a duly executed stock transfer and power of attorney; (13) a duly executed general conveyance and assignment transferring all of the Purchased Assets to the Purchaser in accordance with the terms of this Agreement; (14) Counterparts executed by each Shareholder; (15) evidence satisfactory to the Purchasers, acting reasonably, that all Options have been exercised or terminated; (16) evidence satisfactory to the Purchasers, acting reasonably, that all loans from the Company or any Subsidiary to Employees and Shareholders have been repaid in full; (17) evidence satisfactory to the Purchasers, acting reasonably, that the Reorganization there has been completed in accordance with the terms set forth herein and on such other terms as are acceptable to the Purchaser, acting reasonably; (18) a true and complete list of all taxation years of the Company and the Subsidiaries that remain open for the reassessment of additional Taxes as at no Material Adverse Effect since the date of this Agreement; (19c) evidence satisfactory to the PurchasersPurchaser that all Encumbrances other than Permitted Encumbrances have been discharged and that the Purchased Assets are free and clear of all Encumbrances other than Permitted Encumbrances; (d) all instruments of conveyance and other documentation relating to the sale and purchase of the Purchased Assets including assignments of Contracts (and consents to such assignments, where required), assignments of Real Property Leases, bills of sale and trade-xxxx assignments, documentation relating to the due authorization and completion of such sale and purchase and all actions and proceedings taken on or prior to the Closing in connection with the performance by the Asset Vendor of its obligations under this Agreement shall be satisfactory to the Purchaser, acting reasonably, that and the Shareholders Purchaser shall have received copies of all such documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement has been terminated and the taking of all required consents corporate proceedings in connection with such transactions in compliance with these conditions, in form (as to certification and waivers related thereto have been obtained from otherwise) and substance satisfactory to the ShareholdersPurchaser; (20e) releases from each Shareholder releasing the Company and a clearance or purchase certificate or other similar documentary evidence in a form acceptable to the Purchaser from the workers’ compensation authority in each jurisdiction in which the Business is carried on, certifying that there are no outstanding assessments, penalties fines levies, charges, surcharges or other amounts due or owing to that authority as of the Closing Date and that as of the Closing Date that authority has no claim against the Asset Vendor in respect of any liability arising prior amount payable under the relevant workers’ compensation legislation in respect of the Business and the Purchased Assets; (f) the Assumption Agreement, duly executed by the Asset Vendor; (g) non-competition, non-solicitation and confidentiality agreements, substantially in the form attached as Schedule 6.8(g), executed by the Asset Vendor and each Shareholder; (h) the Fixify Agreements, duly executed by Fixify Ltd. and each Shareholder, as applicable; (i) the Xxxxxxxx Work Agreement, duly executed by the Asset Vendor; (j) lock-up agreements duly executed by the Asset Vendor and each of the Shareholders in the form attached as Schedule 6.8(j); (k) releases by the Asset Vendor in favour of the employees to be employed by the Purchaser listed in Schedule 6.8(l) after the Closing from any confidentiality or non-competition agreements or non-solicitation covenants with the Asset Vendor except to the Share Purchase Closing Time, extent that these have been assigned to the Purchaser; (l) employment agreements with the Purchaser or otherwise an Affiliate of the Purchaser executed by each of the employees listed in Schedule 6.8(l); (m) a copy of the articles of amendment pursuant to Section 8.6; and (n) such other documentation as the Purchaser reasonably requests in a timely manner in order to establish the consummation of the transactions contemplated in this Agreement and the taking of all corporate proceedings in connection with the transactions transaction contemplated herein, except in respect of any Claim made pursuant to and in accordance with this Agreement or (as to certification and otherwise), in respect of or incidental each case in form and substance satisfactory to their employment by the Company or any Subsidiary (provided such Claims arise in connection with activities that are necessary or required in respect of or incidental to their employment and the performance of their duties and arise in the ordinary course of business); and (21) such other documentsPurchaser, certificates and instruments as may be reasonably required by the Purchaser to complete the transactions contemplated hereinacting reasonably. If any of the foregoing conditions in this Article has not been fulfilled by the Asset Purchase Closing Time or the Share Purchase Closing Time, as applicableClosing, the Purchasers Purchaser may terminate this Agreement by notice in writing to the ShareholdersAsset Vendor, without prejudice to their rights to recover damages for in which event the breach of Purchaser is released from all obligations under this Agreement, and unless the Purchaser can show that the condition relied upon could reasonably have been performed by the Asset Vendor, the Asset Vendor is also released from all obligations under this Agreement. In additionHowever, the Purchasers Purchaser may waive compliance with any condition in whole or in part if they see it sees fit to do so, without prejudice to their its rights of termination in the event of non- non-fulfilment of any other condition, in whole or in part, or to their its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.