WAIVER OF CONDITIONS
WAIVER
OF CONDITIONS
This
Waiver of Conditions Agreement, effective as of January 1, 2006, by and between
Kinder Travel, Inc., a Nevada corporation (“KNV”) and Kinder Travel, Inc., a
British Columbia corporation (“KBC”).
WHEREAS,
KNV
and
KBC entered into an Asset Purchase Agreement dated January 1, 2006 (the
“Agreement”); and,
WHEREAS,
the
Agreement sets forth those certain conditions necessary for both KNV and KBC
to
satisfy in order to close the transaction as set forth in the Agreement; and,
WHEREAS,
both
KNV
and KBC now desire to waive certain conditions as set forth in the Agreement
in
order to facilitate the closing of the contemplated transaction.
NOW,
THEREFORE,
in
consideration of the foregoing and the respective covenants and agreements
set
forth below, KNV and KBC agree as follows:
1.
KNV
WAIVER:
Pursuant to the terms and conditions set forth in the Agreement, KNV hereby
waives the conditions as set forth in the Agreement under Sections 3(f) and
6(b)
(the “KBC Conditions”); this waiver of the KBC Conditions shall not be deemed a
waiver or limitation of KNV’s right to subsequently enforce and compel strict
compliance with every other provision and condition of the Agreement.
2.
KBC
WAIVER:
Pursuant to the terms and conditions set forth in the Agreement, KBC hereby
waives the conditions as set forth in the Agreement under Section 6(a) (the
“KNV
Conditions”); this waiver of the KNV Conditions shall not be deemed a waiver or
limitation of KBC’s right to subsequently enforce and compel strict compliance
with every other provision and condition of the Agreement.
IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
above written.
Kinder
Travel, Inc. (“KNV”) Kinder
Travel, Inc. (“KBC”)
________________________________ _________________________________
By:
Xxxxxx Xxxxxx By:
Xxxx
Xxxxxxxxx
Dated:_________________ Dated:_________________
