Common use of The Purchaser Clause in Contracts

The Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject, at the option of the Purchaser, to the satisfaction or waiver of the following conditions: (a) All of the representations and warranties of the Selling Shareholders set forth in this Agreement, as of the date of this Agreement and as of the Closing Date shall be true and correct, all covenants to be performed by the Selling Shareholders prior to Closing shall have been performed, and there shall have been no material adverse change in or effects on the businesses of the Company and the Subsidiaries since the Balance Sheet Date, and the Purchaser shall have received a certificate to such effect executed by Messrs Turnxxxx xxx Asseltine; (b) As of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ, injunction or decree; (c) The Purchaser shall have received certified corporate resolutions in form and substance satisfactory to the Purchaser and its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; (d) The Purchaser shall have received, in form and substance satisfactory to the Purchaser and its counsel, evidence of the Shareholder's, the Company's and each of the Subsidiaries' due incorporation and good standing under the laws of their respective jurisdictions of incorporation; (e) The Purchaser shall have received a duly executed legal opinion dated as of the Closing Date of Messrs. Ross & XcBrxxx xxx Messrs. Hartxx, Xxxxxxx & Xmerx XXX respectively as to the Organisation, general authority, qualification and capitalisation of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edicts. (f) The Purchaser shall have received stock certificates representing all of the outstanding Shares, duly endorsed in blank or accompanied by irrevocable stock powers duly endorsed in blank; (g) The Purchaser shall have received copies of all consents and approvals of third parties and all regulatory bodies or authorities, whether required contractually or by applicable law or otherwise, necessary for the execution, delivery and performance of this Agreement by the Shareholders and the Company and the continued operation of the businesses of the Company and the Subsidiaries; (h) The Purchaser shall have received the resignations, effective as of the Closing Date, of any officer or director of the Company or the Subsidiaries as may be requested by the Purchaser prior to the Closing Date, and evidence that the authority of all Persons designated by the Purchaser that are authorised to sign checks or withdraw funds from bank accounts of the Company or any Subsidiaries has been terminated; (i) All documents and instruments required to be executed and delivered by third parties as contemplated herein, and all other documents and instruments reasonably requested by the Purchaser to be executed by the Shareholders and any third parties in connection herewith shall have been duly executed and delivered to the Purchaser by the Shareholders and such third parties; (j) Counsel to the Purchaser shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated in this Agreement; (k) The Principal Shareholders shall have provided the Purchaser with: (i) a copy of the certificates certified by the appropriate governmental agency of their respective jurisdictions of formation; (ii) a copy of all minute books, stock ledgers and corporate seals of the Company and each of or articles or incorporation of the Company and each of the Subsidiaries; and (iii) a certified copy of the bylaws of the Company and each of the Subsidiaries, as amended; (l) All other documents and instruments to be executed or delivered to the Purchaser pursuant hereto shall have been so executed or delivered; (m) If pre-notification is required under the Competition Act, then either (i) the Director appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken, or shall have indicated his or its intention to take, any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; (n) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Purchasers) that the transactions contemplated herein are likely to be of "net benefit" to Canada; and (o) The Purchaser shall be reasonably satisfied that the transactions contemplated by this Agreement may be carried out as required in the United States of America without contravening any laws and that there are no material adverse Tax consequences to the Purchaser or to its parent or affiliated corporations or to the lenders providing the financing under the laws of the United States of America. (p) The Selling Shareholders shall have executed the Representation Letter required by the Securities Act of 1933 as amended , a sample of which is attached hereto as Schedule 6.2.

The Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject, at the option of the Purchaser, to the satisfaction or waiver of the following conditions: (ai) All The Seller shall have furnished the Purchaser with certified copies of resolutions duly adopted by the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (ii) The representations and warranties of the Selling Shareholders set forth Seller contained herein will be accurate in this Agreement, as of the date of this Agreement all material respects at and as of the Closing Date shall be true as though such representations and correctwarranties had been made at and as of such date; all terms, all covenants and conditions of this Agreement to be complied with and performed by the Selling Shareholders Seller at or prior to the Closing will have been duly complied with and performed; and the Seller will have delivered to the Purchaser a certificate dated as of the Closing Date and signed on behalf of the Seller by the President or any Vice President thereof to the foregoing effect; (iii) All statutory requirements for the valid consummation of the transactions contemplated herein shall have been performedfulfilled (including, without limitation, the expiration of any applicable waiting period under the HSR Act) and there shall have been no material adverse change in all governmental consents, approvals or effects on authorizations necessary for the businesses valid consummation of the Company and the Subsidiaries since the Balance Sheet Date, and the Purchaser shall have received a certificate to such effect executed by Messrs Turnxxxx xxx Asseltinetransactions contemplated herein; (biv) As of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects invalidates any of the transactions contemplated by this Agreementhereby, and no action, suit or other proceeding shall be pending (irrespective of whether instituted by the U.S. government or any agency thereof or by any private party) or threatened by the U.S. government or any agency thereof that has a reasonable likelihood or of resulting in (A) an award of substantial damages by reason of any such order, writ, injunction of the transactions contemplated hereby payable by the Seller or decreeany direct or indirect subsidiary thereof or (B) the divestiture of any material assets by the Seller or any direct or indirect subsidiary thereof by reason of any of the transactions contemplated hereby; (cv) The Purchaser shall have received certified corporate resolutions in form and substance satisfactory Consent to the assignments or deemed assignments as a result of the transfer of the Common Stock to the Purchaser of all contracts, licenses and its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement;agreements listed on Schedule 3(e) shall have been obtained; and (dvi) The Purchaser shall Seller will have receivedreceived an opinion of Andrews & Kurth X.L.P., xxunsel for the Seller, or as to the opinions in (A) below as to the Seller and CSD Canada from such other counsel to the Seller as are reasonably acceptable to the Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to counsel for the Purchaser Purchaser, that: (A) The Seller is a corporation duly incorporated, validly existing and its counsel, evidence of the Shareholder's, the Company's and each of the Subsidiaries' due incorporation and in good standing under the laws of their respective jurisdictions Nevada. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of incorporation; (e) The Purchaser shall have received Delaware, with corporate power to carry on its business as now being conducted. CSD Canada is a corporation duly executed legal opinion dated as incorporated, validly existing and in good standing under the laws of the Closing Date Province of Messrs. Ross & XcBrxxx xxx Messrs. Hartxx, Xxxxxxx & Xmerx XXX respectively as to the Organisation, general authority, qualification and capitalisation of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edictsAlberta. (fB) The Purchaser shall have received stock certificates representing all Seller has full corporate power, authority and legal right to enter into this Agreement; and this Agreement has been duly authorized and approved by the proper corporate action of the outstanding Shares, Seller has been duly endorsed in blank or accompanied by irrevocable stock powers duly endorsed in blank; (g) The Purchaser shall have received copies of all consents and approvals of third parties and all regulatory bodies or authorities, whether required contractually or by applicable law or otherwise, necessary for the execution, delivery and performance of this Agreement executed by the Shareholders Seller and the Company constitutes a legal, valid and the continued operation binding agreement of the businesses of the Company and the Subsidiaries; (h) The Purchaser shall have received the resignationsSeller, effective as of the Closing Dateenforceable in accordance with its terms, of any officer or director of the Company or the Subsidiaries as may be requested by the Purchaser prior to the Closing Date, and evidence except that the authority of all Persons designated by the Purchaser that are authorised to sign checks or withdraw funds from bank accounts of the Company or any Subsidiaries has been terminated; (i) All documents such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and instruments required to be executed and delivered by third parties as contemplated herein, and all other documents and instruments reasonably requested by the Purchaser to be executed by the Shareholders and any third parties in connection herewith shall have been duly executed and delivered to the Purchaser by the Shareholders and such third parties; (j) Counsel to the Purchaser shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated in this Agreement; (k) The Principal Shareholders shall have provided the Purchaser with: (i) a copy of the certificates certified by the appropriate governmental agency of their respective jurisdictions of formation; (ii) a copy of all minute books, stock ledgers and corporate seals of the Company and each of or articles or incorporation of the Company and each of the Subsidiaries; and (iii) a certified copy of the bylaws of the Company and each of the Subsidiaries, as amended; (l) All other documents and instruments to be executed or delivered to the Purchaser pursuant hereto shall have been so executed or delivered; (m) If pre-notification is required under the Competition Act, then either (i) the Director appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 remedy of specific performance and injunction and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken, or shall have indicated his or its intention to take, court before which any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; (n) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Purchasers) that the transactions contemplated herein are likely to proceeding therefor may be of "net benefit" to Canadabrought; and (oC) The Purchaser shall be reasonably satisfied that To such counsel's knowledge, the consummation of the transactions contemplated by this Agreement may be carried out as required by the Seller will not result in the United States breach of America without contravening any laws and that there are no term or provision of or constitute a default under any material adverse Tax consequences indenture, mortgage, deed of trust or other loan agreement or debt instrument to which the Purchaser Seller or to its parent the Company is a party or affiliated corporations by which the Seller or to the lenders providing Company or the financing under the laws respective properties of the United States Seller or the Company are bound and will not conflict with the Articles of AmericaIncorporation or By-Laws of the Seller or the Company. (pvii) The Selling Shareholders There shall have executed been no Material Adverse Change in the Representation Letter required by Company and CSD Canada, taken as a whole, between June 30, 1997, and the Securities Act date of 1933 as amended , a sample of which is attached hereto as Schedule 6.2Closing.

The Purchaser. The obligations Purchaser represents and warrants to the Vendor, with the intention that the Vendor will rely thereon in entering into this Agreement, that: (a) the Purchaser is a corporation duly created and validly existing under the laws of the Province of British Columbia; (b) the Purchaser has all necessary corporate power, authority and capacity to consummate enter into this Agreement and to carry out the transactions contemplated in this Agreement in accordance with the terms of this Agreement; (c) the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement are subject, at have been duly authorized by all necessary corporate action on the option part of the Purchaser, to the satisfaction or waiver of the following conditions: (a) All of the representations and warranties of the Selling Shareholders set forth in this Agreement, as of the date of this Agreement and as of the Closing Date shall be true and correct, all covenants to be performed by the Selling Shareholders prior to Closing shall have been performed, and there shall have been no material adverse change in or effects on the businesses of the Company and the Subsidiaries since the Balance Sheet Date, and the Purchaser shall have received a certificate to such effect executed by Messrs Turnxxxx xxx Asseltine; (b) As of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ, injunction or decree; (c) The Purchaser shall have received certified corporate resolutions in form and substance satisfactory to the Purchaser and its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; (d) The Purchaser shall have received, in form this Agreement has been duly executed and substance satisfactory to delivered by the Purchaser and its counsel, evidence constitutes a valid and binding obligation of the Shareholder'sPurchaser, enforceable against the Company's Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency and each of the Subsidiaries' due incorporation and good standing under the other laws of their respective jurisdictions general application limiting the enforcement of incorporationcreditors’ rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults; (e) The Purchaser shall have received a duly executed legal opinion dated as the authorized share structure of the Closing Date Purchaser consists of Messrs. Ross & XcBrxxx xxx Messrs. Hartxxan unlimited number of common shares and an unlimited number of blank-cheque preferred shares, Xxxxxxx & Xmerx XXX respectively of which 100,000 common shares and no blank-cheque preferred shares are validly issued and outstanding as to the Organisation, general authority, qualification fully paid and capitalisation non-assessable shares of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edicts.Purchaser; (f) The Purchaser shall have received stock certificates representing all securities of the outstanding Shares, duly endorsed Purchaser have been issued in blank compliance with applicable laws and have not been issued in violation of any pre-emptive rights or accompanied other contractual rights to purchase securities granted by irrevocable stock powers duly endorsed in blankthe Purchaser; (g) The Purchaser shall have received copies of all consents and approvals of third parties and all regulatory bodies as at the Effective Date, no person has any agreement, written or authoritiesoral, or option or any right or privilege (whether required contractually under applicable laws, or by applicable law pre-emptive, contractual or otherwise) capable of becoming an agreement, necessary for under which the executionPurchaser is, delivery and performance of this Agreement by or may become, obligated to issue any shares in the Shareholders and the Company and the continued operation capital of the businesses of the Company and the SubsidiariesPurchaser; (h) The the Purchaser shall does not have received the resignationsany agreement or obligation to repurchase, effective as redeem or otherwise acquire any of the Closing Date, of any officer or director of the Company or the Subsidiaries as may be requested by the Purchaser prior to the Closing Date, issued and evidence that the authority of all Persons designated by the Purchaser that are authorised to sign checks or withdraw funds from bank accounts of the Company or any Subsidiaries has been terminated;outstanding shares in its capital; and (i) All documents and instruments required to be executed and delivered by third parties as contemplated herein, and all other documents and instruments reasonably requested by the Purchaser to be executed by the Shareholders and any third parties in connection herewith shall Issued Shares have been duly executed and delivered to validly authorized and, upon receiving full payment for the Purchaser by Issued Shares, the Shareholders Issued Shares will be validly issued as fully paid and such third parties; (j) Counsel to the Purchaser shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated in this Agreement; (k) The Principal Shareholders shall have provided the Purchaser with: (i) a copy non-assessable shares of the certificates certified by the appropriate governmental agency of their respective jurisdictions of formation; (ii) a copy of all minute books, stock ledgers and corporate seals of the Company and each of or articles or incorporation of the Company and each of the Subsidiaries; and (iii) a certified copy of the bylaws of the Company and each of the Subsidiaries, as amended; (l) All other documents and instruments to be executed or delivered to the Purchaser pursuant hereto shall have been so executed or delivered; (m) If pre-notification is required under the Competition Act, then either (i) the Director appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken, or shall have indicated his or its intention to take, any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; (n) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Purchasers) that the transactions contemplated herein are likely to be of "net benefit" to Canada; and (o) The Purchaser shall be reasonably satisfied that the transactions contemplated by this Agreement may be carried out as required in the United States of America without contravening any laws and that there are no material adverse Tax consequences to the Purchaser or to its parent or affiliated corporations or to the lenders providing the financing under the laws of the United States of AmericaPurchaser. (p) The Selling Shareholders shall have executed the Representation Letter required by the Securities Act of 1933 as amended , a sample of which is attached hereto as Schedule 6.2.

The Purchaser. (i) The obligations Purchaser shall defend and indemnify the Company and hold the Company wholly harmless from and against any and all Costs which the Company or its Subsidiaries or Affiliates, any of their respective officers, directors, employees, agents or representatives or any of the heirs, executors, successors or assigns of any of the foregoing (collectively, the "Company Indemnified Parties") incurs as a result of, or with respect to, any inaccuracy in or breach of any representation, warranty, covenant or agreement by or on behalf of the Purchaser contained in this Agreement, any Transaction Document or contained in any certificate, agreement or document of the Purchaser delivered to consummate the Company in connection with the consummation of the transactions contemplated hereunder; provided that the Company Indemnified Parties shall not make a claim against the Purchaser for indemnification pursuant to this Section 13(b)(i) for any Costs unless and until the aggregate amount of such Costs exceeds $100,000 (the "Purchaser Deductible"), in which event the Company Indemnified Parties may claim indemnification for all Costs to the extent the amount of such Costs exceeds the amount of the Purchaser Deductible. (ii) In the event that any Company Indemnified Party shall receive written notice of any claim or proceeding against a Company Indemnified Party that, if successful, might result in a claim under this Section 13(b) by this Agreement are subjecta Company Indemnified Party, the Company Indemnified Party shall give the Purchaser written notice of such claim or proceeding and shall permit the Purchaser to participate in defense of such claim or proceeding by counsel of the Purchaser's own choosing and at the option expense of the Purchaser; provided that, if the defendants in any such action include both the Company Indemnified Party and the Purchaser and the Company Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Purchaser, or if the interests of the Company Indemnified Party reasonably may be deemed to conflict with the interests of the Purchaser, to the satisfaction or waiver of the following conditions: (a) All of the representations and warranties of the Selling Shareholders set forth in this Agreement, as of the date of this Agreement and as of the Closing Date shall be true and correct, all covenants to be performed by the Selling Shareholders prior to Closing shall have been performed, and there shall have been no material adverse change in or effects on the businesses of the Company Indemnified Parties shall collectively have the right to select a single separate counsel and to assume such legal defenses and otherwise to participate in the Subsidiaries since the Balance Sheet Datedefense of such action, and the Purchaser shall have received a certificate bear the expenses and fees of such separate counsel and other expenses incurred by the Company Indemnified Party in relation to such effect executed participation shall constitute Costs subject to indemnity by Messrs Turnxxxx xxx Asseltine; (b) As of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ, injunction or decree; (c) The Purchaser shall have received certified corporate resolutions in form and substance satisfactory to the Purchaser and its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; (d) The Purchaser shall have received, in form and substance satisfactory to the Purchaser and its counsel, evidence of the Shareholder's, the Company's and each of the Subsidiaries' due incorporation and good standing under the laws of their respective jurisdictions of incorporation; (e) The Purchaser shall have received a duly executed legal opinion dated as of the Closing Date of Messrs. Ross & XcBrxxx xxx Messrs. Hartxx, Xxxxxxx & Xmerx XXX respectively as to the Organisation, general authority, qualification and capitalisation Purchaser. Upon written request of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edicts. (f) The Purchaser shall have received stock certificates representing all of the outstanding SharesIndemnified Party, duly endorsed in blank or accompanied by irrevocable stock powers duly endorsed in blank; (g) The Purchaser shall have received copies of all consents and approvals of third parties and all regulatory bodies or authorities, whether required contractually or by applicable law or otherwise, necessary for the execution, delivery and performance of this Agreement by the Shareholders and the Company and the continued operation of the businesses of the Company and the Subsidiaries; (h) The Purchaser shall have received the resignations, effective as of the Closing Date, of any officer or director of the Company or the Subsidiaries as may be requested by the Purchaser prior to the Closing Date, and evidence that the authority of all Persons designated by the Purchaser that are authorised to sign checks or withdraw funds from bank accounts of the Company or any Subsidiaries has been terminated; (i) All documents and instruments required to be executed and delivered by third parties as contemplated herein, and all other documents and instruments reasonably requested by the Purchaser to be executed by the Shareholders and any third parties in connection herewith shall have been duly executed and delivered to the Purchaser by the Shareholders and such third parties; (j) Counsel to the Purchaser shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with assume the transactions contemplated in this Agreement; (k) The Principal Shareholders shall have provided the Purchaser with: (i) a copy carriage of the certificates certified by the appropriate governmental agency defense of their respective jurisdictions of formation; (ii) a copy of all minute books, stock ledgers and corporate seals of the Company and each of any such claim or articles or incorporation of the Company and each of the Subsidiaries; and (iii) a certified copy of the bylaws of the Company and each of the Subsidiaries, as amended; (l) All other documents and instruments to be executed or delivered to the Purchaser pursuant hereto shall have been so executed or delivered; (m) If pre-notification is required under the Competition Act, then either (i) the Director appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken, or shall have indicated his or its intention to take, any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; (n) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Purchasers) that the transactions contemplated herein are likely to be of "net benefit" to Canada; and (o) The Purchaser shall be reasonably satisfied that the transactions contemplated by this Agreement may be carried out as required in the United States of America without contravening any laws and that there are no material adverse Tax consequences to the Purchaser or to its parent or affiliated corporations or to the lenders providing the financing under the laws of the United States of Americaproceeding. (p) The Selling Shareholders shall have executed the Representation Letter required by the Securities Act of 1933 as amended , a sample of which is attached hereto as Schedule 6.2.

The Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject, at the option of the Purchaser, to the satisfaction or waiver of the following conditions: (ai) All The Company shall have furnished the Purchaser with certified copies of resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and the Consulting Agreements; (ii) The representations and warranties of the Selling Shareholders set forth Company contained herein will be accurate in this Agreement, as of the date of this Agreement all material respects at and as of the Closing Date shall be true as though such representations and correctwarranties had been made at and as of such date; all terms, all covenants and conditions of this Agreement to be complied with and performed by the Selling Shareholders Company at or prior to the Closing will have been duly complied with and performed; and the Company will have delivered to the Purchaser a certificate dated as of the Closing Date and signed on behalf of the Company by the President or any Vice President thereof to the foregoing effect; (iii) The representations and warranties of the Sellers contained herein will be accurate in all material respects at and as of the Closing Date as though such representations and warranties had been made at and as of such date; and all terms, covenants and conditions of this Agreement to be complied with and performed by the Sellers at or prior to the Closing will have been duly complied with and performed. (iv) All statutory requirements for the valid consummation of the transactions contemplated herein shall have been performedfulfilled and all governmental consents, and there shall have been no material adverse change in approvals or effects on authorizations necessary for the businesses valid consummation of the Company and the Subsidiaries since the Balance Sheet Date, and the Purchaser shall have received a certificate to such effect executed by Messrs Turnxxxx xxx Asseltinetransactions contemplated herein; (bv) As of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects invalidates any of the transactions contemplated by this Agreementhereby, and no action, suit or other proceeding shall be pending (irrespective of whether instituted by the U.S. government or any agency thereof or by any private party) or threatened by the U.S. government or any agency thereof that has a reasonable likelihood or of resulting in (A) an award of substantial damages by reason of any such order, writ, injunction of the transactions contemplated hereby payable by the Purchaser or decreethe Company or (B) the divestiture of any material assets by the Purchaser or the Company or any direct or indirect subsidiary thereof by reason of any of the transactions contemplated hereby; (cvi) Each of the Sellers shall have execute and delivered a Consulting Agreement; (vii) The Purchaser shall have received certified corporate resolutions in form and substance obtained bank financing for the full amount of the Purchase Price on terms satisfactory to the Purchaser and in its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement;sole discretion; and (dviii) The Purchaser shall will have receivedreceived an opinion of Xxxxxxx & Xxxxxxx, L.L.P., counsel for the Company and the Sellers, dated the Closing Date, in form and substance satisfactory to counsel for the Purchaser Purchaser, that: (A) The Company is a corporation duly incorporated, validly existing and its counsel, evidence of the Shareholder's, the Company's and each of the Subsidiaries' due incorporation and in good standing under the laws of their respective jurisdictions of incorporationTexas, with corporate power to carry on its business as now being conducted; (eB) The Purchaser shall Company has full corporate power, authority and legal right to enter into this Agreement and each of the Consulting Agreements; and this Agreement and each of the Consulting Agreements have received a been duly authorized and approved by the proper corporate action of the Company, have been duly executed legal opinion dated as by the Company and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the Closing Date Company, enforceable in accordance with its terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and (ii) the remedy of Messrs. Ross & XcBrxxx xxx Messrs. Hartxx, Xxxxxxx & Xmerx XXX respectively as specific performance and injunction and other forms of equitable relief may be subject to equitable defenses and to the Organisation, general authority, qualification and capitalisation discretion of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edicts. (f) The Purchaser shall have received stock certificates representing all of the outstanding Shares, duly endorsed in blank or accompanied by irrevocable stock powers duly endorsed in blankcourt before which any proceeding therefor may be brought; (gC) The Purchaser shall have received copies To the best of all consents such counsel's knowledge, neither the execution and approvals of third parties and all regulatory bodies or authorities, whether required contractually or by applicable law or otherwise, necessary for the execution, delivery and performance of this Agreement by the Shareholders and the Company Consulting Agreements, nor the consummation of the transactions contemplated by this Agreement and the continued operation Consulting Agreements, will result in the breach of the businesses any term or provision of or constitute a default under any indenture, mortgage, deed of trust or other loan agreement or debt instrument to which the Company and the Subsidiaries; (h) The Purchaser shall have received the resignations, effective as of the Closing Date, of any officer is a party or director of by which the Company or the Subsidiaries as may be requested by the Purchaser prior to the Closing Date, and evidence that the authority of all Persons designated by the Purchaser that are authorised to sign checks or withdraw funds from bank accounts respective properties of the Company may be bound or any Subsidiaries has been terminated;conflict with the Articles of Incorporation or By-Laws of the Company; and (iD) All documents and instruments required to be executed and delivered by third parties as contemplated herein, and all other documents and instruments reasonably requested by Each of the Purchaser to be executed by the Shareholders and any third parties in connection herewith shall Consulting Agreements have been duly executed and delivered to the Purchaser by the Shareholders Seller who is a party thereto and such third parties; (j) Counsel to each Consulting Agreement constitutes a legal, valid and binding agreement of the Purchaser shall have been furnished Seller who is a party thereto, enforceable in accordance with all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated in this Agreement; (k) The Principal Shareholders shall have provided the Purchaser with: its terms, except that (i) a copy of the certificates certified such enforcement may be limited by the appropriate governmental agency of their respective jurisdictions of formation; (ii) a copy of all minute booksbankruptcy, stock ledgers insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and corporate seals of the Company and each of or articles or incorporation of the Company and each of the Subsidiaries; and (iii) a certified copy of the bylaws of the Company and each of the Subsidiaries, as amended; (l) All other documents and instruments to be executed or delivered to the Purchaser pursuant hereto shall have been so executed or delivered; (m) If pre-notification is required under the Competition Act, then either (i) the Director appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 remedy of specific performance and injunction and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken, or shall have indicated his or its intention to take, court before which any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; (n) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Purchasers) that the transactions contemplated herein are likely to be of "net benefit" to Canada; and (o) The Purchaser shall be reasonably satisfied that the transactions contemplated by this Agreement proceeding therefor may be carried out as required in the United States of America without contravening any laws and that there are no material adverse Tax consequences to the Purchaser or to its parent or affiliated corporations or to the lenders providing the financing under the laws of the United States of Americabrought. (p) The Selling Shareholders shall have executed the Representation Letter required by the Securities Act of 1933 as amended , a sample of which is attached hereto as Schedule 6.2.

The Purchaser. The obligations (i) Has been furnished with copies of the Documents. The Purchaser acknowledges and agrees that the Documents supercede all written information regarding the Company that the Purchaser may have received prior to consummate the transactions contemplated by this Agreement are subject, at the option date of the PurchaserDocuments. The Purchaser has carefully read the Documents and has relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto), to provided, however, that the satisfaction foregoing does not limit or waiver of the following conditions: (a) All of modify the representations and warranties of the Selling Shareholders set forth Company contained in this Agreement, as Section 3 hereof or the right of the date of this Agreement and as of the Closing Date shall be true and correct, all covenants Purchaser to be performed by the Selling Shareholders prior to Closing shall have been performed, and there shall have been no material adverse change in or effects on the businesses of the Company and the Subsidiaries since the Balance Sheet Date, and the Purchaser shall have received a certificate to such effect executed by Messrs Turnxxxx xxx Asseltinerely thereon; (bii) As Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ, injunction or decree; (c) The Purchaser shall have received certified corporate resolutions in form and substance satisfactory to the Purchaser and its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders Aggregate Securities hereunder and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementextent the Company possesses such information or can acquire it without unreasonable effort or expense; (diii) The Purchaser shall have received, in form and substance satisfactory Has been given the opportunity for a reasonable period of time prior to the Purchaser date hereof to ask questions of, and receive answers from, the Company or its counsel, evidence representatives concerning the terms and conditions of the Shareholder's, the Company's and each offering of the Subsidiaries' due incorporation Aggregate Securities and good standing under other matters pertaining to this investment, and has been given the laws opportunity for a reasonable period of their respective jurisdictions time prior to the date hereof to obtain such additional information necessary to verify the accuracy of incorporationthe information contained in the Documents or that which was otherwise provided in order for the Purchaser to evaluate the merits and risks of purchase of the Aggregate Securities to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (eiv) The Purchaser shall have received a duly executed legal opinion dated as of the Closing Date of Messrs. Ross & XcBrxxx xxx Messrs. Hartxx, Xxxxxxx & Xmerx XXX respectively as to the Organisation, general authority, qualification and capitalisation of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edicts. (f) The Purchaser shall have received stock certificates representing all of the outstanding Shares, duly endorsed in blank or accompanied by irrevocable stock powers duly endorsed in blank; (g) The Purchaser shall have received copies of all consents and approvals of third parties and all regulatory bodies or authorities, whether required contractually or by applicable law or otherwise, necessary for the execution, delivery and performance of this Agreement by the Shareholders and the Company and the continued operation of the businesses of the Company and the Subsidiaries; (h) The Purchaser shall have received the resignations, effective as of the Closing Date, of any officer or director of the Company or the Subsidiaries as may be requested by the Purchaser prior to the Closing Date, and evidence that the authority of all Persons designated by the Purchaser that are authorised to sign checks or withdraw funds from bank accounts of the Company or any Subsidiaries has been terminated; (i) All documents and instruments required to be executed and delivered by third parties as contemplated herein, and all other documents and instruments reasonably requested by the Purchaser to be executed by the Shareholders and any third parties in connection herewith shall have been duly executed and delivered to the Purchaser by the Shareholders and such third parties; (j) Counsel to the Purchaser shall have Has not been furnished with all such documents and instruments as it shall have reasonably requested any oral representation or oral information in connection with the transactions contemplated in this Agreement; (k) The Principal Shareholders shall have provided the Purchaser with: (i) a copy offering of the certificates certified by the appropriate governmental agency of their respective jurisdictions of formation; (ii) a copy of all minute books, stock ledgers and corporate seals of the Company and each of Aggregate Securities which is not contained herein or articles or incorporation of the Company and each of the Subsidiaries; and (iii) a certified copy of the bylaws of the Company and each of the Subsidiaries, as amended; (l) All other documents and instruments to be executed or delivered to the Purchaser pursuant hereto shall have been so executed or delivered; (m) If pre-notification is required under the Competition Act, then either (i) the Director appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken, or shall have indicated his or its intention to take, any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; (n) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Purchasers) that the transactions contemplated herein are likely to be of "net benefit" to CanadaDocuments; and (ov) The Purchaser shall be reasonably satisfied Has determined that the transactions contemplated by this Agreement may be carried out as required in Aggregate Securities are a suitable investment for the United States of America without contravening any laws Purchaser and that there are no material adverse Tax consequences to at this time the Purchaser or to its parent or affiliated corporations or to the lenders providing the financing under the laws could bear a complete loss of the United States of Americasuch investment. (p) The Selling Shareholders shall have executed the Representation Letter required by the Securities Act of 1933 as amended , a sample of which is attached hereto as Schedule 6.2.

The Purchaser. The obligations Purchaser represents and warrants to the Vendor, with the intention that the Vendor will rely thereon in entering into this Agreement, that: (a) the Purchaser is a corporation duly created and validly existing under the laws of the Province of British Columbia; (b) the Purchaser has all necessary corporate power, authority and capacity to consummate enter into this Agreement and to carry out the transactions contemplated in this Agreement in accordance with the terms of this Agreement; (c) the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement are subject, at have been duly authorized by all necessary corporate action on the option part of the Purchaser, to the satisfaction or waiver of the following conditions: (a) All of the representations and warranties of the Selling Shareholders set forth in this Agreement, as of the date of this Agreement and as of the Closing Date shall be true and correct, all covenants to be performed by the Selling Shareholders prior to Closing shall have been performed, and there shall have been no material adverse change in or effects on the businesses of the Company and the Subsidiaries since the Balance Sheet Date, and the Purchaser shall have received a certificate to such effect executed by Messrs Turnxxxx xxx Asseltine; (b) As of the Closing, no order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ, injunction or decree; (c) The Purchaser shall have received certified corporate resolutions in form and substance satisfactory to the Purchaser and its counsel, of the Boards of Directors or the governing bodies of the Shareholders which are legal entities and the Company, authorising the Shareholders and the Company to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; (d) The Purchaser shall have received, in form this Agreement has been duly executed and substance satisfactory to delivered by the Purchaser and its counsel, evidence constitutes a valid and binding obligation of the Shareholder'sPurchaser, enforceable against the Company's Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency and each of the Subsidiaries' due incorporation and good standing under the other laws of their respective jurisdictions general application limiting the enforcement of incorporationcreditors’ rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults; (e) The Purchaser shall have received a duly executed legal opinion dated as the authorized share structure of the Closing Date Purchaser consists of Messrs. Ross & XcBrxxx xxx Messrs. Hartxxan unlimited number of common shares and an unlimited number of blank-cheque preferred shares, Xxxxxxx & Xmerx XXX respectively of which 23,000,000 common shares and no blank-cheque preferred shares are validly issued and outstanding as to the Organisation, general authority, qualification fully paid and capitalisation non-assessable shares of the Company and the Subsidiaries and as to compliance with SEC rules and regulatory bodies edicts.Purchaser; (f) The Purchaser shall have received stock certificates representing all securities of the outstanding Shares, duly endorsed Purchaser have been issued in blank compliance with applicable laws and have not been issued in violation of any pre-emptive rights or accompanied other contractual rights to purchase securities granted by irrevocable stock powers duly endorsed in blankthe Purchaser; (g) The Purchaser shall have received copies of all consents and approvals of third parties and all regulatory bodies as at the Effective Date, no person has any agreement, written or authoritiesoral, or option or any right or privilege (whether required contractually under applicable laws, or by applicable law pre-emptive, contractual or otherwise) capable of becoming an agreement, necessary for under which the executionPurchaser is, delivery and performance of this Agreement by or may become, obligated to issue any shares in the Shareholders and the Company and the continued operation capital of the businesses of the Company and the Subsidiaries;Purchaser; and (h) The the Purchaser shall does not have received the resignationsany agreement or obligation to repurchase, effective as redeem or otherwise acquire any of the Closing Date, of any officer or director of the Company or the Subsidiaries as may be requested by the Purchaser prior to the Closing Date, issued and evidence that the authority of all Persons designated by the Purchaser that are authorised to sign checks or withdraw funds from bank accounts of the Company or any Subsidiaries has been terminated; (i) All documents and instruments required to be executed and delivered by third parties as contemplated herein, and all other documents and instruments reasonably requested by the Purchaser to be executed by the Shareholders and any third parties outstanding shares in connection herewith shall have been duly executed and delivered to the Purchaser by the Shareholders and such third parties; (j) Counsel to the Purchaser shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated in this Agreement; (k) The Principal Shareholders shall have provided the Purchaser with: (i) a copy of the certificates certified by the appropriate governmental agency of their respective jurisdictions of formation; (ii) a copy of all minute books, stock ledgers and corporate seals of the Company and each of or articles or incorporation of the Company and each of the Subsidiaries; and (iii) a certified copy of the bylaws of the Company and each of the Subsidiaries, as amended; (l) All other documents and instruments to be executed or delivered to the Purchaser pursuant hereto shall have been so executed or delivered; (m) If pre-notification is required under the Competition Act, then either (i) the Director appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken, or shall have indicated his or its intention to take, any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; (n) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Purchasers) that the transactions contemplated herein are likely to be of "net benefit" to Canada; and (o) The Purchaser shall be reasonably satisfied that the transactions contemplated by this Agreement may be carried out as required in the United States of America without contravening any laws and that there are no material adverse Tax consequences to the Purchaser or to its parent or affiliated corporations or to the lenders providing the financing under the laws of the United States of Americacapital. (p) The Selling Shareholders shall have executed the Representation Letter required by the Securities Act of 1933 as amended , a sample of which is attached hereto as Schedule 6.2.