Common use of Prior to Closing Date Clause in Contracts

Prior to Closing Date. The Vendor covenants and agrees with the Purchaser that from and after the date of execution of this Agreement to the Closing Date: (a) As soon as the Vendor has determined that a state of facts exist which results in or will result in: (i) a representation or warranty contained in subsection 3.1 being untrue or incorrect in any material respect; or (ii) the non-fulfilment of any of the conditions precedent set forth in subsection 8.1, the Vendor will notify the Purchaser of such state of facts. (b) Except with the prior written consent of the Purchaser the Vendor shall not do or fail to do anything that would result in any of the representations and warranties set forth in subsection 3.1 not being true and correct in all material respects at the time of Closing. (c) The Vendor will obtain any release, waiver, consent or approval that the Purchaser, acting reasonably, may advise is required in order that none of the execution and delivery of this Agreement, the completion of the transactions contemplated hereby, or the observance and performance of the obligations of the Vendor herein will: (i) constitute or result in a material breach of or a material default under, or an event which, with the giving of notice or lapse of time or otherwise, would constitute or result in a material breach of or material default under, or (ii) give to any other Person, after the giving of notice or otherwise, any right of termination, cancellation or acceleration in or with respect to, any indenture, mortgage, deed of trust, agreement, contract, lease, franchise, certificate, consent, Permit, licence or other instrument or commitment to which the Vendor is a party or is subject, or by which it is bound, or from which it derives benefit, or which is required or desirable for the conduct in the usual and ordinary course of the operation of the business of the Vendor. (d) The Vendor will take or cause to be taken all proper steps, actions and corporate proceedings on its part (including the approval of the sale by its directors) to enable the Vendor to vest a good and marketable title in the Purchaser to the Assets free and clear of all Liens, except the Permitted Encumbrances. (e) The Vendor will not sell, consume, or dispose of or transfer possession of any of the Assets. (f) The Vendor will make all necessary, governmental and other filings for which it is responsible under this Agreement in a timely fashion and shall supply the Purchaser with whatever consent or authorization Purchaser reasonably requires to complete its filings.

Prior to Closing Date. The Vendor covenants and agrees with the Purchaser that from and after the date of execution of this Agreement to the Closing Date: (a) As as soon as the Vendor has determined that a state of facts exist which results in or will result inis: (i) a representation or warranty contained in subsection 3.1 being untrue or incorrect in any material respect; or; (ii) the non-fulfilment of any change in any of the conditions precedent set forth in subsection 8.1Business, the Vendor will Joint Venture o the Asset or financial condition or position of the Business or the Joint Venture, including changes arising as a result of any legislative or regulatory change, revocation of any change in any indebtedness of the Business or the Joint Venture, other than changes in the usual and ordinary course of the operation of the Business of the Joint Venture, which taken as a whole, materially and adversely affects the Asset o the organization, operations, affairs, business, properties, prospects or financial conditions or position of the Business or the Joint Venture, to notify the Purchaser of such state of facts.; (b) Except except with the prior written consent of the Purchaser and except in the Vendor shall conduct of its business in the ordinary course, to use the Vendor’s best efforts not to do or fail to do anything that would result in any of the representations and warranties set forth in subsection 3.1 not being true and correct in all material respects at the time of Closing.; (c) The Vendor will at the Vendor’s expense, to obtain any release, waiver, consent or approval that the Purchaser, acting reasonably, may advise is required in order that none of the execution and delivery of this Agreement, the completion of the transactions contemplated hereby, or the observance and performance of the obligations of the Vendor herein will: (i) constitute or result in a material breach of or a material default under, or an event which, with the giving of notice or lapse of time or otherwise, would constitute or result in is a material breach of or material default under; or, or (ii) give to any other Personperson, after the giving of notice or otherwise, any right of termination, cancellation or acceleration in or with respect inspect to, ; any indenture, mortgage, deed of trust, agreement, contract, lease, franchise, certificate, consent, Permit, licence license or other instrument or commitment to which the Vendor Joint Venture is a party or is subject, or by which it is bound, bound or from which it derives benefit, benefit or which is required or desirable for the conduct in the usual and ordinary course of the operation of the business of the Vendor.Business; (d) The Vendor to use its best efforts to obtain all necessary releases, waivers, consents and approvals, including all necessary approvals from all relevant Governmental Authorities, as may be required to validly and effectively transfer the Interest to the Purchaser as contemplated by the Agreement and all such releases, waivers, consents and approvals will be in a form, and upon such terms, as may be reasonably acceptable to the Purchaser; (e) to take or cause to be taken all proper steps, actions and corporate proceedings on its part (including the approval of the sale by its directors) to enable the Vendor it to vest a good legal and marketable beneficial title to the Interest in the Purchaser to the Assets Purchaser, free and clear of all Liens, except the Permitted Encumbrances. (e) The Vendor will not sell, consume, or dispose of or transfer possession of any of the Assets.; (f) to cause the Joint Venture to take good care of the Asset and do all necessary repairs and maintenance to such assets as are used by the Joint Venture in the usual and ordinary course of the operation of the Business, and take reasonable care to protect and safeguard the Asset; (g) to permit the Purchaser, its officers, directors, agents, professional advisors or other authorized representatives at any time to inspect the Asset, the Business and to inspect, review, audit and copy any or all information relating thereto or to any other transactions between the parties hereto whenever and however such information may be stored. For these purposes the Vendor will permit such persons at any time and from time to time upon reasonable notice and during regular business hours to enter any premises where the Assets or any such information is, and, if the use of a computer system is required to access such information, will allow such persons the use of its computer system for such purposes and will provide assistance that regard. If for any reason such information cannot be accessed and retrieved at the Joint Venture’s premises, the Vendor will permit such persons to remove the medium in which such information is or maybe stored from the Joint Venture’s premises to any other place which has a computer system that will give such persons the opportunity to retrieve, record and copy such information ,and will permit such persons to reproduce and retain a copy of any such information, and will permit such persons to reproduce and retain a copy of any such information in any format whatsoever. The Vendor will immediately deliver to the Purchaser upon request from time to time all computer software, tapes, disks, drums, cards, books of account, records, ledgers, agreements, licenses, permits, consents, correspondence, schedules, documents, statements, lists and other writings relating to the Asset, the Joint Venture or the Business and such other documents and information as the Purchaser may from time to time reasonably request, for the purpose of inspecting, reviewing, auditing and copying the same. If this transaction does not close all data supplied pursuant to this subsection shall be promptly returned to Vendor; (h) to cause the Joint Venture to conduct the Business only in the usual and ordinary course of the operation of the Business, endeavor to preserve the organization of the Business intact and keep available the services of the present officers and employees ( subject to voluntary resignations and dismissals in accordance with proper business practice) and will use its best efforts to preserve the goodwill of the suppliers and customers and others having business relations with the Joint Venture relating to the Business; (i) to cause the Joint Venture to make all necessarynecessary tax, governmental and other filings for which it is responsible under this Agreement fillings in a timely fashion and shall supply fashion; and (j) to cause the Joint Venture to appoint a nominee of the Purchaser with whatever consent to the Board of Directors, or authorization Purchaser reasonably requires to complete its filingsequivalent, of the Joint Venture.

Prior to Closing Date. The Vendor covenants and agrees with the Purchaser that from and after the date as of execution of this Agreement to the Closing Date: (a) As soon as the Vendor has determined that a state of facts exist which results in or will result in: (i) a representation or warranty contained in subsection 3.1 being untrue or incorrect in any material respect; or (ii) the non-fulfilment of any of the conditions precedent set forth in subsection 8.1, the Vendor will notify the Purchaser of such state of facts. (b) Except with the prior written consent of the Purchaser the Vendor shall not do or fail to do anything that would result in any of the representations and warranties set forth in subsection 3.1 not being true and correct in all material respects at the time of Closing. (c) The Vendor will obtain any release, waiver, consent or approval that the Purchaser, acting reasonably, may advise is required in order that none of the execution and delivery of this Agreement, the completion of the transactions contemplated hereby, or the observance and performance of the obligations of the Vendor herein will: (i) constitute or result in a material breach of or a material default under, or an event which, with the giving of notice or lapse of time or otherwise, would constitute or result in a material breach of or material default under, ; or (ii) give to any other Person, after the giving of notice or otherwise, person any right of termination, cancellation or acceleration in or with respect to, any indenture, mortgage, deed of trust, agreement, contract, lease, franchise, certificate, consent, Permit, licence or other instrument or commitment to which the Vendor is a party or is subject, or by which it is bound, bound or from which it derives benefit, benefit or which is required or desirable for the conduct in the usual and ordinary course of the operation of the business of the Vendor.Business; (db) The the Vendor will obtain all necessary releases, waivers, consents and approvals, and effectively transfer the Assets to the Purchaser as contemplated by this Agreement and all such releases, consents and approvals will be in a form, and upon such terms, as may be reasonably acceptable to the Purchaser; (c) the Vendor will take or cause to be taken all proper steps, actions and corporate proceedings on its part (including the approval of the sale by its directors) to enable the Vendor it to vest a good and marketable title in the Purchaser to the Assets Assets, free and clear of all LiensEncumbrances; (d) the Vendor will maintain in force policies of insurance heretofore maintained, except and obtain and maintain such additional policies of insurance as may be required to insure the Permitted Encumbrances.Assets ; (e) The the Vendor will not sell, consume, or dispose of or transfer possession of any conduct the Business only in the usual and ordinary course of the Assets.operation of the Business, endeavor to preserve the organization of the Business intact and keep available the services of the present officers and employees (subject to voluntary resignations and dismissals in accordance with proper business practice) and preserve the goodwill of the suppliers and customers and others having business relations with the Vendor relating to the Business;and (f) The the Vendor will make all necessarynecessary tax, governmental and other filings for which it is responsible under this Agreement in a timely fashion and shall supply the Purchaser with whatever consent or authorization Purchaser reasonably requires to complete its filingsfashion.

Prior to Closing Date. The Vendor covenants and agrees with the Purchaser that from and after the date of execution of this Agreement to the Closing Date: (a) As : as soon as the Vendor has determined that a state of facts exist which results in or will result inis: (i) a representation or warranty contained in subsection 3.1 being untrue or incorrect in any material respect; or; (ii) the non-fulfilment of any change in any of the conditions precedent set forth in subsection 8.1Business, the Vendor will Joint Venture o the Asset or financial condition or position of the Business or the Joint Venture, including changes arising as a result of any legislative or regulatory change, revocation of any change in any indebtedness of the Business or the Joint Venture, other than changes in the usual and ordinary course of the operation of the Business of the Joint Venture, which taken as a whole, materially and adversely affects the Asset o the organization, operations, affairs, business, properties, prospects or financial conditions or position of the Business or the Joint Venture, to notify the Purchaser of such state of facts. (b) Except ; except with the prior written consent of the Purchaser and except in the Vendor shall conduct of its business in the ordinary course, to use the Vendor’s best efforts not to do or fail to do anything that would result in any of the representations and warranties set forth in subsection 3.1 not being true and correct in all material respects at the time of Closing. (c) The Vendor will ; at the Vendor’s expense, to obtain any release, waiver, consent or approval that the Purchaser, acting reasonably, may advise is required in order that none of the execution and delivery of this Agreement, the completion of the transactions contemplated hereby, or the observance and performance of the obligations of the Vendor herein will: (i) constitute or result in a material breach of or a material default under, or an event which, with the giving of notice or lapse of time or otherwise, would constitute or result in is a material breach of or material default under, ; or, (ii) give to any other Personperson, after the giving of notice or otherwise, any right of termination, cancellation or acceleration in or with respect inspect to, ; any indenture, mortgage, deed of trust, agreement, contract, lease, franchise, certificate, consent, Permit, licence license or other instrument or commitment to which the Vendor Joint Venture is a party or is subject, or by which it is bound, bound or from which it derives benefit, benefit or which is required or desirable for the conduct in the usual and ordinary course of the operation of the business of the Vendor. (d) The Vendor will take or cause to be taken all proper steps, actions and corporate proceedings on its part (including the approval of the sale by its directors) to enable the Vendor to vest a good and marketable title in the Purchaser to the Assets free and clear of all Liens, except the Permitted Encumbrances. (e) The Vendor will not sell, consume, or dispose of or transfer possession of any of the Assets. (f) The Vendor will make all necessary, governmental and other filings for which it is responsible under this Agreement in a timely fashion and shall supply the Purchaser with whatever consent or authorization Purchaser reasonably requires to complete its filings.Business;