Common use of Vendor’s Covenants Clause in Contracts

Vendor’s Covenants. VENDORS AND/OR THE DEVELOPER DOTH HEREBY COVENANT WITH THE PURCHASER as follows: 4.1. The interest which the Vendors and/or the Developer doth hereby profess to transfer subsists and either of them has good right full power and absolute authority to grant, sell, convey transfer, assign and assure unto and to the use of the Purchasers, the Designated Unit in the manner aforesaid with the concurrence and confirmation of the Vendors. 4.2. It shall be lawful for the Purchaser, from time to time and at all times hereafter to peaceably and quietly, but subject nevertheless to the other provisions hereof, to hold use and enjoy the Designated Unit and to receive the rent issues and profits thereof without any interruption disturbance claim or demand whatsoever from or by the Developer/Vendors or any person or persons claiming through under or in trust for the Developer/ Vendors AND freed and cleared from and against all manner of encumbrances, trusts, liens and attachments whatsoever save only those as are expressly mentioned herein. 4.3. The Vendors and/or the Developer shall from time to time hereafter upon every reasonable request and at the costs of the Purchaser make do acknowledge execute and perfect all such further and/or other lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the Designated Unit hereby granted sold conveyed and transferred unto and to the Purchaser in the manner aforesaid as shall or may be reasonably required by the Purchaser, till the purchaser applied for and got his/ her name recorded with the local concerned authority. 4.4. The Vendors and/or the Developer as the case may, unless prevented by fire or some other irresistible force, shall upon reasonable requests and at the costs of the Purchaser produce or cause to be produced to the Purchaser or his/her attorneys or agents for inspection the title deeds in connection with the said Premises in any of their custody and also shall, at the like requests and costs of the Purchaser, deliver to the Purchaser attested or Photostat copies therefrom as the Purchaser may require and shall and will, unless prevented as aforesaid, keep the same safe, un- obliterated. 4.5. The Said Vendors and Developer both hereby covenant with the Purchasers herein that neither the said Vendors nor Developer has taken any loan from any bank(s), the person(s) and any other financial institution(s) and nor they have deposited the original title deed of the same with any Bank(s), Financial Institution(s) or person(s) in respect of the Said Residential Space or any part thereof which is more fully and particularly described in the SECOND SCHEDULE hereunder written. 4.6. It is hereby certificated that the SECOND SCHEDULE mentioned property is not charged or mortgaged with any financial Institution or Bank. This property is free from all encumbrances. If any financial liability arises the said vendors and Developer herein shall be liable to indemnify for the same.

Vendor’s Covenants. VENDORS AND/OR THE DEVELOPER DOTH HEREBY COVENANT WITH THE PURCHASER as followsThe Vendors' covenant, agree and undertake with the Purchaser that from and after the date of execution of this Agreement to the Closing Date the Vendors will: 4.1. The interest (a) cause the Company to conduct its business in the ordinary and normal course and will not permit the Company to do or fail to do anything that would result in the representations and warranties of the Vendors herein not to be true and correct at the time of Closing; (b) ensure that the Purchaser and its representatives have full and complete access to the Premises, and the books and records of the Company, authorize all government agencies or offices to disclose to the Purchaser and its representatives any information concerning the Company, the Vendors and the Business which the Vendors and/or Purchaser considers relevant and will furnish, and will require the Developer doth hereby profess Company's bankers, accountants / auditors and other advisors to transfer subsists and either of them has good right full power and absolute authority to grant, sell, convey transfer, assign and assure unto and furnish to the use Purchaser all financial and operating data and other information with respect to the Business and the Company as the Purchaser shall request; (c) ensure the execution and delivery of all documents and instruments required to be executed and delivered by the Purchasers, Vendors and the Designated Unit Company hereunder and will take all steps and proceedings and execute such further assurances and documents as may be required to effect the transfer to and register the Shares in the manner aforesaid with the concurrence and confirmation of the Vendors. 4.2. It shall be lawful for the Purchaser, from time to time and at all times hereafter to peaceably and quietly, but subject nevertheless to the other provisions hereof, to hold use and enjoy the Designated Unit and to receive the rent issues and profits thereof without any interruption disturbance claim or demand whatsoever from or by the Developer/Vendors or any person or persons claiming through under or in trust for the Developer/ Vendors AND freed and cleared from and against all manner of encumbrances, trusts, liens and attachments whatsoever save only those as are expressly mentioned herein. 4.3. The Vendors and/or the Developer shall from time to time hereafter upon every reasonable request and at the costs name of the Purchaser make do acknowledge execute and perfect all such further and/or other lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the Designated Unit hereby granted sold conveyed and transferred unto and to fulfill the Purchaser in the manner aforesaid as shall or may be reasonably required by the Purchaser, till the purchaser applied for terms and got his/ her name recorded with the local concerned authority.conditions of this Agreement; 4.4. The Vendors and/or the Developer as the case may, unless prevented by fire or some other irresistible force, shall upon reasonable requests and at the costs of the Purchaser produce or cause to be produced to the Purchaser or his/her attorneys or agents for inspection the title deeds in connection with the said Premises in any of their custody and also shall, at the like requests and costs of the Purchaser, (d) deliver to the Purchaser attested true and complete copies of all documents and instruments referred to in this Agreement or Photostat copies therefrom in the Schedules hereto and will not permit the Company to amend any of them or enter into any other contract or agreement without the prior written consent of the Purchaser; (e) resign their positions as directors and/or officers of the Company or cause to resign the existing directors and/or officers of the Company effective the Closing Date; (f) execute and deliver on the Closing Date the certificate contemplated by Section 8.1(d) hereof dated the Closing Date in a form satisfactory to the Purchaser's solicitors; (g) obtain all necessary shareholders and directors resolutions to effect the transactions contemplated by this Agreement and do all other things reasonably necessary to facilitate the transactions contemplated herein; (h) maintain all existing insurance coverage with respect to the Business and the Premises in full force and effect until completion of the Closing; (i) ensure that the income tax returns for the Company for 2000 and 2001 have been duly filed and that all income taxes of the Company for such years, together with any interest and penalties thereon, have been paid in full; (j) have delivered or caused to be delivered to the Purchaser may require complete originals, when available, or otherwise true and shall complete copies of such originals (including all amendments) of all Contracts, leases and willother documents referred to in this Agreement or any Schedule hereto or required to be disclosed hereby; (k) be present to answer all queries if CCRA needs to perform an audit on school operation for the period prior to the Closing Date; (l) transfer all student records since they took over the business in 1996; (m) sign a personal guarantee for any GST, unless prevented as aforesaidCPP, keep EI and taxes incurred to CCRA; (n) assist the same safePurchaser to assume the existing lease of the Premises subject to current landlord approval if necessary; (o) allow Edward Lau and/or any other Purchaxxx'x xxxxgnee to study and learn the existing Company management system after signing of this Agreement; (p) cause Lillian Lee to work for the Purchaxxx xx Xxxxh and April 2003 to work on the ELSA application, un- obliteratedand will be compxxxxted on an hourly basis at $25 per hour, not exceeding one hundred hours. 4.5. The Said Vendors and Developer both hereby covenant (q) agree not to start a similar business within the area of Greater Vancouver for a period of two years from the date of Closing; (r) ensure that at the Time of Closing, the Company's financial situation shall in line with the Purchasers herein that neither the said Vendors nor Developer has taken any loan from any bank(s), the person(s) and any other financial institution(s) and nor they have deposited the original title deed of the same with any Bank(s), Financial Institution(s) or person(s) in respect of the Said Residential Space or any part thereof which is more fully and particularly described situation contained in the SECOND SCHEDULE hereunder written. 4.6. It is hereby certificated financial reports set forth as of September 30, 2002 in the Schedule attached hereto, except that the SECOND SCHEDULE mentioned property is not charged or mortgaged with any Company may have some financial Institution or Bank. This property is free from all encumbrances. If any financial liability arises the said vendors and Developer herein shall be liable to indemnify changes incurred in its normal course of business for the sameperiod from September 30, 2002 to the Date of Closing provided the amount of each single expense should be less than CDN$1,000, otherwise the Company should ask the Purchaser for approval.

Vendor’s Covenants. VENDORS AND/OR THE DEVELOPER DOTH HEREBY COVENANT WITH THE PURCHASER as follows: 4.1. 4.1 The interest which the Vendors and/or the Developer doth hereby profess to transfer subsists and either of them has good right full power and absolute authority to grant, sell, convey transfer, assign and assure unto and untoand to the use of the Purchasers, the Designated Unit in the manner aforesaid with the concurrence and confirmation of the Vendors. 4.2. 4.2 It shall be lawful for the Purchaser, from time to time and at all times hereafter to peaceably and quietly, but subject nevertheless to the other provisions hereof, to hold use and enjoy the Designated Unit and to receive the rent issues and profits thereof without any interruption disturbance claim or demand whatsoever from or by the Developer/Vendors or any person or persons claiming through under or in trust for the Developer/ Vendors AND freed and cleared from and against all manner of encumbrances, trusts, liens and attachments whatsoever save only those as are expressly mentioned herein. 4.3. 4.3 The Vendors and/or the Developer shall from time to time hereafter upon every reasonable request and at the costs of the Purchaser make do acknowledge execute and perfect all such further and/or other lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the Designated Unit hereby granted sold conveyed and transferred unto and to the Purchaser in the manner aforesaid as shall or may be reasonably required by the Purchaser, till the purchaser applied for and got his/ her name recorded with the local concerned authority. 4.4. 4.4 The Vendors and/or the Developer as the case may, unless prevented by fire or some other irresistible force, shall upon reasonable requests and at the costs of the Purchaser produce or cause to be produced to the Purchaser or his/her attorneys or agents for inspection the title deeds in connection with the said Premises in any of their custody and also shall, at the like requests and costs of the Purchaser, deliver to the Purchaser attested or Photostat copies therefrom as the Purchaser may require and shall and will, unless prevented as aforesaid, keep the same safe, un- obliterated. 4.5. 4.5 The Said Vendors and Developer both hereby covenant with the Purchasers herein that neither the said Vendors nor Developer has taken any loan from any bank(s), the person(s) and any other financial institution(s) and nor they have deposited the original title deed of the same with any Bank(s), Financial Institution(s) or person(s) in respect of the Said Residential Space or any part thereof which is more fully and particularly described in the SECOND SCHEDULE hereunder written. 4.6. 4.6 It is hereby certificated that the SECOND SCHEDULE mentioned property is not charged or mortgaged with any financial Institution or Bank. This property is free from all encumbrances. If any financial liability arises the said vendors and Developer herein shall be liable to indemnify for the same.

Vendor’s Covenants. VENDORS AND/OR THE DEVELOPER DOTH HEREBY COVENANT WITH THE PURCHASER as follows: 4.1. 4.1 The interest which the Vendors Vendor and/or the Developer doth hereby profess to transfer subsists and either of them has good right full power and absolute authority to grant, sell, convey transfer, assign and assure unto and untoand to the use of the Purchasers, the Designated Unit in the manner aforesaid with the concurrence and confirmation of the Vendors. 4.2. 4.2 It shall be lawful for the Purchaser, from time to time and at all times hereafter to peaceably and quietly, but subject nevertheless to the other provisions hereof, to hold use and enjoy the Designated Unit and to receive the rent issues and profits thereof without any interruption disturbance claim or demand whatsoever from or by the Developer/Vendors or any person or persons claiming through under or in trust for the Developer/ Vendors AND freed and cleared from and against all manner of encumbrances, trusts, liens and attachments whatsoever save only those as are expressly mentioned herein. 4.3. 4.3 The Vendors Vendor and/or the Developer shall from time to time hereafter upon every reasonable request and at the costs of the Purchaser make do acknowledge execute and perfect all such further and/or other lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the Designated Unit hereby granted sold conveyed and transferred unto and to the Purchaser in the manner aforesaid as shall or may be reasonably required by the Purchaser, till the purchaser applied for and got his/ her name recorded with the local concerned authority. 4.4. 4.4 The Vendors Vendor and/or the Developer as the case may, unless prevented by fire or some other irresistible force, shall upon reasonable requests and at andat the costs of the Purchaser produce or cause to be produced to the Purchaser or his/her attorneys or agents for inspection the title deeds in connection with the said Premises in any of their custody and also shall, at the like requests and costs of the Purchaser, deliver to the Purchaser attested or Photostat copies therefrom as the Purchaser may require and shall and will, unless prevented as aforesaid, keep the same safe, un- obliterated. 4.5. 4.5 The Said Vendors Vendor and Developer both hereby covenant with the Purchasers herein that neither the said Vendors nor Developer has taken any loan from any bank(s), the person(s) and any other financial institution(s) and nor they have deposited the original title deed of the same with any Bank(s), Financial Institution(s) or person(s) in respect of the Said Residential Space or any part thereof which is more fully and particularly described in the SECOND SCHEDULE hereunder written. 4.6. 4.6 It is hereby certificated that the SECOND SCHEDULE mentioned property is not charged or mortgaged with any financial Institution or Bank. This property is free from all encumbrances. If any financial liability arises the said vendors vendor and Developer herein shall be liable to indemnify for the same.

Vendor’s Covenants. VENDORS AND/OR THE DEVELOPER DOTH HEREBY COVENANT WITH THE PURCHASER as follows7.01 During the period from the Execution Date until the Closing Date, the Vendor covenants that it shall provide the Purchaser and its representatives with: 4.1(a) access to the books and records (whether in the possession of the Vendor, its agents or property manager) pertaining to the Property and the business operated thereon by the Vendor for the purpose of inspection and study (including the right to copy same as desired); and (b) access to the Property during normal business hours for all purposes reasonably necessary or desirable in connection with the sale and purchase of the Property, including carrying out any inspections or testing of the Property that it desires. All such inspections will be carried out on notice in writing to the Vendor and in the presence of a representative of the Vendor (if the Vendor so desires) whom the Vendor will make available to assist the Purchaser in conducting such inspections. Any invasive testing or inspections shall be subject to the Vendors’ prior written consent, which will not be unreasonably withheld. The interest which Purchaser covenants and agrees to promptly repair or pay the Vendors and/or cost of repair of any damage occasioned during and resulting from the Developer doth hereby profess to transfer subsists and either inspection of them has good right full power and absolute authority to grant, sell, convey transfer, assign and assure unto the Property conducted by the Purchaser or its authorized representatives and to return the use of the Purchasers, the Designated Unit in the manner aforesaid with the concurrence and confirmation of the Vendors. 4.2. It shall be lawful for the Purchaser, from time to time and at all times hereafter to peaceably and quietly, but subject nevertheless Property to the other provisions hereof, condition it was in prior to hold use such inspections. The Purchaser covenants and enjoy agrees to indemnify and save the Designated Unit and to receive the rent issues and profits thereof without any interruption disturbance claim or demand whatsoever from or by the Developer/Vendors or any person or persons claiming through under or in trust for the Developer/ Vendors AND freed and cleared Vendor harmless from and against all manner losses, costs, claims, third party claims, damages, expenses that the Vendor or tenants may suffer as a result of encumbrancesthe inspection of the Property conducted by the Purchaser or its authorized representatives, trusts, liens and attachments whatsoever save only those or as are expressly mentioned herein. 4.3a result of any unauthorized tests or inspections by any governmental authority which the Purchaser had requested to be carried out. The Vendors and/or provisions of this paragraph shall survive closing or other termination of this Agreement, notwithstanding any other provisions hereof. The Vendor shall provide written authorizations to governmental authorities having jurisdiction over the Developer shall from time Property, authorizing them to time hereafter upon every reasonable request and at the costs of the Purchaser make do acknowledge execute and perfect all such further and/or other lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the Designated Unit hereby granted sold conveyed and transferred unto and release any information in their files to the Purchaser or its solicitors in connection with the Property, provided that no inspections by such authorities shall be permitted. 7.02 The Vendor covenants and agrees with the Purchaser that the Vendor will: (a) On or before the third Business Day after the Execution Date, the Vendor covenants to deliver or caused to be delivered the following materials, to the extent they are in the possession of the Vendor: (i) an appraisal for the Property; (ii) to the extent they are in the Vendor’s possession or control, copies of all plans, drawings and specifications of the improvements on the Lands, indicating floor plans, elevation drawings, building cross sections and site plans, “as built” mechanical, electrical, structural and plumbing drawings, building inspection certificates, licences and permits necessary for the conduct and operation of the Property for the purposes it is now being conducted and operated; (iii) to the extent they are in the Vendor’s possession or control, copies of all plans or drawings and specifications related to any alterations or additions contemplated on the Property; (iv) to the extent they are in the Vendor’s possession or control, copies of all third party studies, tests, surveys, investigations, reports (including engineering and environmental reports), plans, specifications, drawings, site and/or building surveys, budgets, pro formas, applications, permits and other similar information concerning the Lands; (v) a list of all Warranties now in effect and their duration in respect of any part of the Property; (vi) all relevant financial information with respect to the Property, including, financial statements of income and operating expenses of the Vendor with respect to the Property for the three most recent fiscal years; (vii) such other information as is reasonably required by the Purchaser , as requested by the Purchaser both before and after receiving the initial delivery of information and documentation from the Vendor; (b) upon damage occurring to the Property that is governed by Section 2.07, a list of all insurance policies for the Property and a certificate of insurance with respect to each of such policy; (c) deliver to the Purchaser the original or true and complete copy of any document of the type described above in this Section 7.02 which, after the Execution Date, comes within the possession of control of the Vendor; (d) permit and enable the Purchaser and its agents, representatives, consultants to make such copies of the material referred to in this Section 7.02 as the Purchaser may require in connection with its due diligence review of the Property; (e) from the Execution Date until the Closing Date, conduct its business on the Property in accordance with prudent business practices given the nature of the Property, and without limiting the generality of the foregoing: (i) use its best efforts to preserve the Property intact as a prudent owner would; (ii) not enter into any contract or agreement or any transaction whatsoever in respect of the Property without the Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; (f) from and after the Execution Date until the Closing Date, maintain the Property in its present condition, reasonable wear and tear excepted, and with all reasonable diligence do or cause to be done all necessary repairs and maintenance as required to effect same and take all reasonable care to protect and safeguard the Property and to operate the Property, all as a careful and prudent owner would and in such a manner aforesaid that the warranties, representations and agreements on the Vendor’s part set forth herein remain true and correct in all material respects; (g) from and after the Execution Date until the Closing Date, maintain in force insurance covering loss or damage to the Property and covering public liability, in both cases against such risks and to such limits as shall are in accordance with prudent business practice and suitable to the Property; (h) cause all agreements, whether written or oral, entered into by or on behalf of the Vendor with respect to the furnishing of supplies or services to the Property or with respect to the management, maintenance, repair, cleaning or operation of the Property to be terminated by no later than the Closing Date; (i) forthwith after the Execution Date, authorize all Governmental Entities and any other person to disclose to the Purchaser such information in connection with the Property as may be reasonably required by the Purchaser, till the purchaser applied for and got his/ her name recorded with the local concerned authority.; 4.4. The Vendors and/or the Developer as the case may, unless prevented by fire or some other irresistible force, shall upon reasonable requests and at the costs of the Purchaser produce (j) take or cause to be produced taken all proper steps, actions and corporate proceedings on the Vendor’s part to enable it to vest in the Purchaser a good and marketable legal and beneficial title to the Property free and clear of all legal notations, claims, liens, encumbrances and charges except for Permitted Encumbrances, and to enable it to carry out the Transactions and to execute and deliver this Agreement as a valid and binding obligation of the Vendor; (k) forthwith notify the Purchaser if it becomes aware that after the Execution Date any of its representations or warranties become untrue or incorrect in any material respect or that there has been a material adverse change to the Property; (l) from and after the Execution Date until the Closing Date, promptly provide to the Purchaser any other documentation or his/her attorneys or agents for inspection material of which the title deeds in connection with the said Premises in any of their custody and also shall, at the like requests and costs of Vendor has knowledge that would be material to the Purchaser’s investigations concerning the Property; (m) not further mortgage, deliver pledge or hypothecate the Property or any portion thereof or subject the Property to the Purchaser attested any encumbrances; (n) not dispose, sell, lease, sublease, assign or Photostat copies therefrom as the Purchaser may require and shall and willtransfer, unless prevented as aforesaid, keep the same safe, un- obliterated. 4.5. The Said Vendors and Developer both hereby covenant with the Purchasers herein that neither the said Vendors nor Developer has taken any loan from any bank(s), the person(s) and any other financial institution(s) and nor they have deposited the original title deed of the same with any Bank(s), Financial Institution(s) relinquish or person(s) in respect of the Said Residential Space abandon all or any part thereof which is more fully and particularly described of its interest in the SECOND SCHEDULE hereunder written.Property; 4.6. It is hereby certificated that (o) shall not do any act or thing which would or might in any way adversely affect the SECOND SCHEDULE mentioned rights of the Purchaser to complete the purchase the Property; (p) do all such things as may be necessary to maintain its interest in the Property in good standing, including without limitation, paying all property is taxes or all other taxes or payments (except for liens for taxes not charged or mortgaged with any financial Institution or Bank. This property is free yet due, other inchoate liens and liens contested in good faith the Vendor which the Vendor must nonetheless discharge such liens from all encumbrances. If any financial liability arises the said vendors and Developer herein shall be liable to indemnify title for the sameProperty by no later than the Closing Date); and (q) do all such other acts and things as may be necessary or desirable in order to give effect to the transactions contemplated by this Agreement.

Vendor’s Covenants. VENDORS AND/OR THE DEVELOPER DOTH HEREBY COVENANT WITH THE PURCHASER as follows: 4.1. The interest which the Vendors and/or the Developer doth Vendor hereby profess to transfer subsists and either of them has good right full power and absolute authority to grant, sell, convey transfer, assign and assure unto and to the use of the Purchasers, the Designated Unit in the manner aforesaid covenants with the concurrence and confirmation of the Vendors. 4.2. It shall be lawful for the Purchaser, from time to time and at all times hereafter to peaceably and quietly, but subject nevertheless to the other provisions hereof, to hold use and enjoy the Designated Unit and to receive the rent issues and profits thereof without any interruption disturbance claim or demand whatsoever from or by the Developer/Vendors or any person or persons claiming through under or in trust for the Developer/ Vendors AND freed and cleared from and against all manner of encumbrances, trusts, liens and attachments whatsoever save only those as are expressly mentioned herein. 4.3. The Vendors and/or the Developer shall from time to time hereafter upon every reasonable request and at the costs of the Purchaser make do acknowledge execute and perfect all such further and/or other lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the Designated Unit hereby granted sold conveyed and transferred unto and to the Purchaser that: (a) commencing from the period of execution of this Agreement up to and including the Closing Date, the Vendor shall ensure that the representations and warranties of the Vendor set forth in section 6.1 remain true and correct; (b) the Vendor will promptly notify the Purchaser in writing if: (i) the Vendor becomes aware that any of the representations and warranties of the Vendor in this Agreement are untrue or inaccurate in any material respect; or (ii) there has been, or is reasonably expected to be, any breach of any covenant or agreement of the Vendor contained in this Agreement; (c) the Vendor shall not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated herein or would render, or that could reasonably be expected to render, any representation or warranty made by the Vendor in this Agreement untrue or inaccurate in any material respect at any time prior to the Closing Time if then made, or that would or could have a Material Adverse Effect; (d) prior to the Closing Date, the Vendor shall apply for and use commercially reasonable efforts to obtain all Key Vendor Regulatory Approvals and, in doing so, keep the Purchaser reasonably informed as to the status of the proceedings related to obtaining the Key Vendor Regulatory Approvals, including providing the Purchaser with copies of all related applications and notifications in draft form (except where such material is confidential in which case it will be provided (subject to Applicable Laws) to the Purchaser’s outside counsel on an “external counsel” basis), in order for Purchaser to provide its reasonable comments thereon, which shall be given due and reasonable consideration; (e) the Vendor shall defend all lawsuits or other legal, regulatory or other proceedings against Vendor challenging or affecting this Agreement or the consummation by the Vendor of the transactions contemplated hereby; (f) prior to the Closing Date, all loans receivable by the Vendor from any of the Subsidiaries shall be assigned by the Vendor to Mexgold in exchange for shares of Mexgold or such other mutually agreed upon arrangement without adverse tax consequence to either the Vendor or the Purchaser; (g) at the Closing, the Vendor shall deliver to the Purchaser the documents set forth in section 13.2; (h) in the manner aforesaid event the Vendor and Purchaser are unsuccessful in obtaining the assignment and novation of the Vendor’s rights and obligations under the Las Xxxxxx Lease prior to the Closing Time, at such time as the Letter of Credit is no longer required under the Las Xxxxxx Lease and is released to the Vendor, the Vendor shall or may be reasonably required by promptly deliver the funds remaining thereunder (up to a maximum of $1,000,000) to the Purchaser; (i) prior to the Closing Date, till the purchaser applied for Vendor shall use its commercially reasonable efforts to make available to the Purchaser (which shall include but not be limited to, making all necessary contractual arrangements and got his/ her name recorded with obtaining all necessary third party or regulatory approvals) the local concerned authority. 4.4. The Vendors and/or services of the Developer as Key Personnel of the case may, unless prevented by fire Vendor or some other irresistible force, shall upon reasonable requests and the Subsidiaries at the costs El Cubo Property for a period of up to six (6) months following the Closing at the sole cost and expense of the Purchaser produce or cause Purchaser. For greater certainty, the Vendor shall not be required to be produced make the services of Xxxx Xxxxxxx available to the Purchaser or his/her attorneys or agents for inspection any Subsidiary after the title deeds in connection with Closing and following the said Premises in any of their custody Closing Date Xxxx Xxxxxxx shall be employed solely by the Vendor; (j) from and also after the Closing Date until the date that is four (4) months and one (1) day after the Closing Date, the Vendor shall, subject to any confidentiality obligations the Vendor may be subject to, use its commercially reasonable efforts to provide the Purchaser with three (3) days prior written notice (a “Sale Notice”) of any sale by the Vendor of Purchased Shares in excess of one (1%) percent of the issued and outstanding common shares of the Purchaser at the like requests and costs relevant time; (k) the Vendor has no current intent to acquire any securities of the Purchaser, deliver Purchaser other than the Payment Shares and covenants to not acquire any further securities of the Purchaser until the expiry of six (6) months following the Closing Date; and (l) the Vendor shall remain responsible for the Conagua fine of 800,000 pesos and shall forthwith pay that amount to the Purchaser attested if, as and when it becomes payable in whole or Photostat copies therefrom as the Purchaser may require and shall and will, unless prevented as aforesaid, keep the same safe, un- obliteratedin part. 4.5. The Said Vendors and Developer both hereby covenant with the Purchasers herein that neither the said Vendors nor Developer has taken any loan from any bank(s), the person(s) and any other financial institution(s) and nor they have deposited the original title deed of the same with any Bank(s), Financial Institution(s) or person(s) in respect of the Said Residential Space or any part thereof which is more fully and particularly described in the SECOND SCHEDULE hereunder written. 4.6. It is hereby certificated that the SECOND SCHEDULE mentioned property is not charged or mortgaged with any financial Institution or Bank. This property is free from all encumbrances. If any financial liability arises the said vendors and Developer herein shall be liable to indemnify for the same.