Common use of Vendor’s Conditions Clause in Contracts

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing Date; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) prior to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11), the Regulators shall have provided positive indications of approval of the Licence Transfers by Vendor and Purchaser; and (d) all amounts to be paid by Purchaser to Vendor at Closing, including the Purchase Price, shall have been paid to Vendor in the form stipulated in this Agreement. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside Date, Vendor may rescind this Agreement by written notice to Purchaser. If Vendor rescinds this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 and 11.15.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing DateTime; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) prior to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11), the Regulators shall have provided positive indications of approval of the Licence Transfers by Vendor and Purchaser; and (d) all amounts to be paid by Purchaser to Vendor at Closing, including the Purchase Price, Closing shall have been paid to Vendor in the form stipulated in this Agreement; and (d) At Closing, the Purchaser shall deliver to Vendor any additional documents, agreements and other assurances that the Purchaser has covenanted to provide in association with the transaction described herein. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside DateClosing Time, Vendor may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Purchaser. If Vendor rescinds this Agreement, Purchaser and Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 clauses 3.3 and 11.1513.14.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing DateTime, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) prior , and a Certificate to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11), the Regulators that effect shall have provided positive indications of approval of the Licence Transfers been delivered by Purchaser to Vendor and Purchaserat Closing; and (dc) all amounts to be paid by Purchaser to Vendor at Closing, including the Purchase Price, Closing shall have been paid to Vendor in the form stipulated in this Agreement. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside DateClosing Time, Vendor may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Purchaser. If Vendor rescinds this Agreement, Purchaser and Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 sections 3.3 and 11.1510.13.

Vendor’s Conditions. The Vendor’s obligation of Vendor to sell its interest in and to the Assets to Purchaser complete this transaction is subject to satisfaction or waiver of the following conditions precedent(the “Vendor’s Conditions”), each of which are is inserted herein and made part hereof for the exclusive Vendor’s benefit and any or all of Vendor and which may be waived in whole or in part by the Vendor by notice in writing delivered to the Purchaser within the times prescribed below. The Vendor’s Conditions are as follows: (a1) on Closing, the representations and warranties of the Purchaser herein contained set out in Section 4.02 shall be true in all material respects when made and shall remain true as of the Closing Date; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed accurate in all material respects; (c2) prior to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11)on Closing, the Regulators Purchaser shall have provided positive indications of approval delivered to the Vendor all of the Licence Transfers items required to be delivered to the Vendor pursuant to this Agreement and shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be observed and performed by Vendor and Purchaserthe Purchaser on or before Closing; and (d3) all amounts to be paid by Purchaser to on or before the 60th day following the Acceptance Date, the Vendor at Closinghas received the approval of its shareholders for the sale of the Purchased Assets; and (4) on or before the 60th day following the Acceptance Date, including the Purchase Price, shall have been paid to Vendor in has received the form stipulated in this Agreementapproval of the Other Co-Tenants for the sale of the Purchased Assets. If any one or more of the foregoing conditions precedent has or have Vendor’s Conditions is not been satisfied, complied with, satisfied or waived (if capable of being waived) by Vendorthe Vendor in writing by the date specified, at or before then the Outside Date, Vendor may rescind terminate this Agreement by written notice in writing to Purchaser. If Vendor rescinds this Agreementthe Purchaser and the Deposits together with accrued interest shall be returned to the Purchaser and, except to the extent that the Purchaser can evidence that such non- satisfaction is due to default on the part of the Vendor, the Vendor and the Purchaser shall be released and discharged from all further obligations hereunder except as provided in Sections 2.8, 11.12 and 11.15liability under this Agreement.

Vendor’s Conditions. The obligation of the Vendor to sell its interest in and to the Assets to the Purchaser is subject to the satisfaction at or prior to the Closing Date of the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the Representations True All representations and warranties of the --------------------- Purchaser herein contained in this Agreement shall be true in all material respects when made at and shall remain true as of the Closing Date and the Purchaser shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by the Purchaser at or prior to the Closing Date; (b) all obligations of Payment The Purchaser contained shall have tendered in this Agreement to be performed prior to or the form stipulated herein ------- the total amount payable at Closing shall have been timely performed in all material respects;by the Purchaser to the Vendor; and (c) prior to Closing occurring (but subject to Purchaser being Consents All consents, waivers, permissions and approvals required in full compliance -------- connection with Section 2.11), the Regulators sale and purchase contemplated herein shall have provided positive indications of approval of the Licence Transfers by Vendor and Purchaser; and (d) all amounts to be paid by Purchaser to Vendor at Closingbeen obtained, including the Purchase PriceGovernment Consent. The conditions of this clause 4.1 shall be for the benefit of the Vendor and may, shall have been paid without prejudice to any of its rights hereunder, be waived by the Vendor in the form stipulated writing, in this Agreementwhole or in part, at any time. If In case any one or more of the foregoing said conditions precedent has or have shall not been satisfied, be complied with, or waived by the Vendor, at or before the Outside Closing Date, the Vendor may rescind or terminate this Agreement by written notice to the Purchaser. If Vendor rescinds this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 and 11.15.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by VendorVendor in whole or in part: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing Date; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) prior to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11), the Regulators shall have provided positive indications of approval of the Licence Transfers by Vendor and Purchaser; and (dc) all amounts to be paid by Purchaser to Vendor at Closing, including including, without limitation, the Purchase Price, shall have been paid to Vendor in the form stipulated in this Agreement. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside Closing Date, Vendor may rescind terminate this Agreement by written notice to Purchaser. If Vendor rescinds terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 and 11.15section 11.13.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing DateTime and a certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing Closing, shall have been timely performed in all material respects; (c) prior respects and a Certificate to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11), the Regulators that effect shall have provided positive indications of approval of the Licence Transfers been delivered by Purchaser to Vendor and Purchaserat Closing; and (dc) all amounts to be paid by Purchaser to Vendor at Closing, including the Purchase Price, Closing shall have been paid to Vendor in the form stipulated in this Agreement. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside DateClosing Time, Vendor may rescind other than by virtue of any of the conditions set forth in clause 3.1 not being satisfied or waived, this Agreement by written notice to Purchaser. If shall thereupon terminate and Vendor rescinds this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 and 11.15clause 11.13.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) : the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing Date; (b) Time, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) prior to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11), the Regulators shall have provided positive indications of approval of the Licence Transfers by Vendor and Purchaser; and (d) all amounts to be paid by Purchaser to Vendor at Closing, including the Purchase Price, Closing shall have been paid to Vendor in the form stipulated in this Agreement; Vendor shall be satisfied, acting reasonably, on or before the Closing Time, that Purchaser meets all regulatory requirements to be unconditionally accepted as the holder of any licences, permits and approvals pertaining to the Assets by the regulatory body having jurisdiction over such matters. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside DateClosing Time, Vendor may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Purchaser. If Vendor rescinds this Agreement, Purchaser and Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 sections 3.3 and 11.1512.15.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing DateTime; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) the Purchaser shall have tendered to the Vendor the Purchase Price in the manner provided for in Section 2.6; (d) final approval of the TSXV of the transactions contemplated by this Agreement shall have been obtained (e) the Purchaser shall have executed and delivered to the Vendor at least one copy of the General Conveyance and Specific Conveyances (if applicable) tendered by the Vendor; (f) any and all necessary regulatory or governmental approvals required to permit the transaction to be completed that can be secured prior to Closing, or are normally secured prior to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11)transactions of this type, the Regulators shall have provided positive indications of approval of been obtained, including such approvals as are required to be obtained from the Licence Transfers by Vendor and PurchaserERCB, SMER or similar agency; and (dg) all amounts to be paid by Purchaser to Vendor at Closing, including the Purchase Price, Closing shall have been paid to Vendor in the form stipulated in this Agreement. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, with or waived by Vendor, at or before the Outside DateClosing Time, Vendor may, in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Purchaser. If Vendor rescinds this Agreement, Purchaser and Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 sections 3.3 and 11.1511.16.

Vendor’s Conditions. The obligation of Vendor Vendor’s obligations to sell its interest in and to complete the Assets to Purchaser is transactions contemplated by this Agreement are subject to satisfaction or waiver of the following conditions precedent, which are inserted herein and made part hereof for on or by the exclusive benefit of Vendor and Closing Date or such earlier date as may be waived by Vendorspecified below: (a) the board of directors of the Vendor shall have authorized the execution and delivery of this Agreement and the transactions contemplated herein. (b) the representations and warranties of the Purchaser herein contained set forth in Section 6.3 shall be true in all material respects when made and shall remain true as of correct at the Closing Date; (b) all obligations , with the same force and effect as if made at and as of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respectssuch time; (c) prior to Closing occurring (but subject to the Purchaser being in full compliance with Section 2.11), the Regulators shall have provided positive indications of approval of paid the Licence Transfers by Vendor and Purchaser; andPurchase Price, as contemplated in Section 2.\ hereof; (d) all amounts The Vendor to obtain prior to closing a salt lease for property adjoining section 27,55,12, W4, and provided that, if any term, covenant or condition of the Purchaser to be paid by Purchaser performed or complied with prior to Vendor at Closing, including the Purchase Price, Closing Date shall not have been paid performed or complied with prior to Vendor in the form stipulated in this Agreement. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside Closing Date, the Vendor may shall either: (i) rescind this Agreement by written notice in writing to Purchaser. If Purchaser and the Vendor rescinds this Agreement, Vendor and Purchaser shall thereupon be released and discharged from all obligations hereunder except as provided and, unless the term, covenant or condition for which the Vendor has rescinded this Agreement was reasonably capable of being performed or complied with by the Purchaser, the Purchaser shall also be released from all obligations hereunder; or (ii) waive compliance of any such term, covenant or condition in Sections 2.8whole or in part, 11.12 and 11.15without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets to Purchaser is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by VendorVendor in whole or in part: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and shall remain true as of the Closing Date; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) prior to Closing occurring (but subject to Purchaser being in full compliance with Section 2.11), the Regulators shall have provided positive indications of approval of the Licence Transfers by Vendor and Purchaser; and (dc) all amounts to be paid by Purchaser to Vendor at Closing, including including, without limitation, the Purchase Price, shall have been paid to Vendor in the form stipulated in this Agreement. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Outside Closing Date, Vendor may rescind terminate this Agreement by written notice to Purchaser. If Vendor rescinds terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in Sections 2.8, 11.12 and 11.15section 10.13.