Common use of Conditions Precedent of Purchaser Clause in Contracts

Conditions Precedent of Purchaser. 6.1 The obligations of the Purchaser to complete the transactions contemplated herein and under the terms of the Agreements are subject to the satisfaction or fulfillment as at the Closing Date or any other date specified therein, of the following conditions precedent which may in whole or in part, be unilaterally waived by the Purchaser at any time, as follows: (a) Up to April 23, 2012 expiring at 4:30 p.m. (Calgary time) or any other date and time mutually agreed upon in writing by the parties, the review to the sole satisfaction of the Purchaser, of the financial condition, business affairs, properties and title of the Technology, the Purchased Sonic Reactors,AlbaniaCo and the AlbaniaCo Shares, as appropriate; (b) By no later than the Closing Date, the Purchaser shall have secured equity financing (the “Financing”) for gross aggregate proceeds of $500,000 under terms acceptable to the Purchaser; (c) The Corporation shall terminate the Albania Licence, without consequence, claims or further obligation to the Corporation or AlbaniaCo thereunder; (d) By April 23, 2012 expiring at 4:30 p.m. (Calgary time), the Purchaser shall review and confirm that the Purchased Sonic Reactors and related material assets held by AlbaniaCo in Albania are all in good working condition; (e) The Corporation shall enter into a form of technical services consulting agreement for a period of up to 12 months following the Closing Date pursuant to which the Corporation will facilitate the transfer of the Technology and will provide ongoing support to the Purchaser at cost to the Purchaser for the provision of the Corporation’s personnel; and (f) There shall be no Claims against the Corporation in relation to the Technology, the Purchased Sonic Reactors, the AlbaniaCo Shares, or the operations previously undertaken by AlbaniaCo in Albania. 6.2 In the event that the Corporation has been advised by the Purchaser by no later than the expiry dates specified above, that one or more of the above conditions have not been satisfied, this Letter of Intent shall be terminated effective as at such date and time. In the event of termination of thisLetter of Intent in accordance with Article.1 herein, the parties shall have no further obligations hereunder, save an except for the obligations of the Purchaser at Article 10.4 herein, which shall survive the termination of thisLetter of Intent. In the event of termination of this Letter of Intent in accordance with this Article 6.2, the parties agree to and shall continue to be bound by the terms of the Confidentiality Agreement between the corporation and the Purchaser dated December 6, 2011.