Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the obligation of the Purchaser to pay the Purchase Price for the transfer of the Interest to the Purchaser is conditional upon the fulfillment of the following conditions precedent: (a) the representations and warranties of the Vendor contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business. (b) all of the covenants, agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied with; (c) all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtained; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior to the Closing Date: (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) the receipt by the Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Interest.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the The obligation of the Purchaser to pay complete the Purchase Price for the transfer of the Interest transactions contemplated by this Agreement will be subject to the Purchaser is conditional upon satisfaction or waiver of, at or before the fulfillment of Closing, the following conditions precedent: (a) the representations and warranties of the Vendor contained Target set forth in this Agreement and the Target Vendor Certificate being true, correct and complete in any certificate or document delivered pursuant to all material respects as of the provisions hereof or in connection Closing and with the transactions contemplated hereby shall be true on same effect as if made at and as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business.Closing; (b) the Target and the Target Vendors having performed and complied with all of the covenantstheir respective obligations, covenants and agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied withrequired hereunder in all material respects; (c) this Agreement and the Transaction Documents, all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest in form and substance reasonably satisfactory to the Purchaser have Purchaser, having been obtainedexecuted and delivered to the Purchaser; (d) all approvals required the Purchaser having been given reasonable opportunity to be obtained from Government Authorities with respect to such transfers perform the searches and other due diligence reasonable or reassurance customary in a transaction of Permits have been obtained or a similar nature to the extent that the breach of this provision would not have material adverse effect on Transaction, and the Purchaser or and its advisors being satisfied with the Business.results of such due diligence; (e) Since no Material Adverse Effect having occurred with respect to the date hereof Target Business, the Target Assets or the Target Securities; (f) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing Date:in order to give effect to the purchase of the Target Shares and the Transaction, including the CSE and the Purchaser’s shareholders (including approval by the majority of the minority of the Purchaser’s shareholders), if applicable, having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (iig) no injunction or restraining order of a any court or administrative tribunal or of competent jurisdiction shall be being in effect which prohibits prohibiting the transactions contemplated hereunder Transaction, and no action or proceeding shall have Proceeding having been instituted and remain or be pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated herebyTransaction; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) there being no legal proceedings or regulatory actions or proceedings against or threatened against Target at the receipt Closing Date which may, if determined against the interest of Target, have a Material Adverse Effect on Target; (i) the holders of the Purchaser Shares, if required, having approved the entry into, and the Closing, of this Agreement and the transactions contemplated hereby, including the issuance of the Consideration Securities; (j) the Purchaser having reviewed, and being satisfied with, the tax and securities implications of the Transaction contemplated by this Agreement; (k) the Purchaser having received from the Target any legal opinions from counsel and certificates from officers with respect to such matters as counsel of the Purchaser may require, acting reasonably; (l) the Target will be in good standing under the federal laws of Canada and shall provide the Purchaser with certificates of good standing or compliance, as applicable, reflecting the same; (m) the Target having no more than 1,398,605 Target Shares issued and outstanding on the Closing Date; (n) as at the Closing, the Target having Liabilities of no more than $400,000, excluding the Target Convertible Notes, the Operating Loan and the Bridge Loan; (o) as at the Closing, the Target having Liabilities of no more than as set forth in the Target Disclosure Statement (as updated at Closing); (p) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Securities to each Target Vendor and Target Noteholder; (q) other than the Target Convertible Notes which shall have been amended by the Note Amending Agreements, there are no rights outstanding which are convertible into Target Shares; (r) the Target’s auditors having completed all necessary audits and review of the Target Financial Statements and audits or review of any subsequent period required by regulatory authorities and such statements showing no matters giving rise to a Material Adverse Effect on the Target; (s) the Target having provided to the Purchaser, prior and the Purchaser and its accountant having had a reasonable opportunity to review, the Target Financial Statements, and the Purchaser and its accountant being satisfied with the content of the Target Financial Statements; (t) no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Securities, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendors) is entitled to all or any portion of the Consideration Shares; (u) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be transferred to the Purchaser free and clear of any Liens, adverse claim, right or interest; (v) 100% of the Target Shares shall have been tendered for the sale and purchase under the Transaction; and (w) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board approving the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) a certificate executed by an officer of the Target certifying that: (A) the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Target has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Target for completion of the transactions contemplated herein have been satisfied or waived, (iii) from each Target Vendor who is a U.S. Person, a duly executed Target Vendor Certificate, (iv) from each Target Vendor, to the extent required, a duly executed Escrow Agreement and any documents required by the CSE, (v) a certified copy of the central securities register of the Target evidencing the Purchaser as the sole registered owner of the Target Shares, (vi) all such consents from such parties as instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are required necessary to acquire effect and evidence the Interesttransfer of the Target Shares to the Purchaser, free and clear of all Liens, and (vii) the corporate minute books and all other books and records of the Target.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the The obligation of the Purchaser to pay complete the Purchase Price for the transfer of the Interest transactions contemplated by this Agreement will be subject to the Purchaser is conditional upon satisfaction or waiver of, at or before the fulfillment of Closing, the following conditions precedent: (a) the representations and warranties of the Vendor contained Target and the Target Vendors set forth in this Agreement and the applicable Target Vendor Certificate being true, correct and complete in any certificate or document delivered pursuant to all material respects as of the provisions hereof or in connection Closing and with the transactions contemplated hereby shall be true on same effect as if made at and as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business.Closing; (b) the Target and the Target Vendors having performed and complied with all of the covenantstheir respective material obligations, covenants and agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied withrequired hereunder; (c) this Agreement and the Transaction Documents, all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest in form and substance reasonably satisfactory to the Purchaser have Purchaser, having been obtainedexecuted and delivered to the Purchaser; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior to the Closing Date: (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a any court or administrative tribunal or of competent jurisdiction shall be being in effect which prohibits prohibiting the transactions contemplated hereunder Transaction, and no action or proceeding shall have Proceeding having been instituted and remain or be pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated herebyTransaction; (e) no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendors) is entitled to all or any portion of the Consideration Shares; (f) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the purchase of the Target Shares and the Transaction; (g) within 45 days from the Effective DateTarget and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Purchaser has completed its due diligence investigationsTransaction, including passing any resolutions required to ensure that the results of which are satisfactory solely Target Shares will be transferred to the Purchaser in its own discretion; and,free and clear of any Encumbrances, adverse claim, right or interest; (h) an exemption from the receipt by registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to the Target Vendors; (i) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the issuance of the Consideration Shares; (j) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, prior the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) from each Target Vendor, a duly executed Target Vendor Certificate, (iii) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to Closingeffect and evidence the transfer of the Target Shares to the Purchaser, free and clear of all Liens, and (iv) the corporate minute books and all other books and records of the Target; and (k) the Purchaser having received such consents from such parties evidence of value to be received by the Purchaser for the Consideration Shares as are required is satisfactory to acquire the InterestPurchaser.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the obligation of the Purchaser shall not be obligated to pay the Purchase Price for the transfer of the Interest to the Purchaser is conditional upon the fulfillment perform under this Agreement unless all of the following conditions precedentprecedent are satisfied (or waived in writing by Purchaser) and are otherwise true and correct as of the Closing Date: (a) the All of Seller’s representations and warranties shall be true and correct in all material respects. (b) Seller shall have performed all of its covenants, agreements, and obligations under this Agreement in all material respects and shall otherwise not be in default. (c) There shall not have been any material adverse change with respect to the Property or the matters reflected in the Title Commitment or the Updated Survey as approved by Purchaser during the Review Period, except to reflect those items otherwise authorized by this Agreement or approved or otherwise created in writing by Purchaser. (d) Purchaser, as landlord, and Facility Tenant, as tenant, shall have executed and delivered to the other the Facility Lease in substantially the form attached hereto as Exhibit F hereto (which shall be in a form mutually acceptable to the Parties); and Guarantor shall have executed and delivered to Purchaser the Facility Lease Guaranty (in the form attached as an exhibit to the executed Facility Lease). (e) There shall not be outstanding any past due (i) taxes and other assessments applicable to the Property, or (ii) gas, electricity or other utility charges applicable to the Property. (f) All necessary licenses and other governmental consents, approvals and certifications required in connection with the operation of the Vendor contained Facilities by Facility Tenant as drug and alcohol outpatient treatment centers and sober lodging facilities shall be in this Agreement full force and in effect without any certificate waivers or document delivered pursuant to the provisions hereof or conditions, and any and all necessary governmental inspections and approvals required in connection with the transactions contemplated hereby shall have been favorably completed. (g) All necessary governmental consents, approvals and notifications shall have been obtained or completed in accordance with applicable law for the transfer of the ownership of the Property to Purchaser. The Parties will provide any and all information necessary with regard to the foregoing. (h) The Commencement Date (as such term is defined in the Facility Lease) shall have occurred or shall occur simultaneously with the Closing. (i) This Agreement and the transaction contemplated herein shall have been approved by the Investment Committee and the Board of Directors of MedEquities Realty Trust, Inc., the parent company of Purchaser. Seller shall use reasonable efforts to satisfy each of the conditions precedent set forth in this Section 9.01. If any of the foregoing conditions precedent in this Section 9.01 shall not be true on and satisfied as of the Closing Date, except: Purchaser may either (ia) insofar as such representations waive in writing any unsatisfied conditions and warranties are given as of a particular date or for a particular period and relate solely proceed to such date or period; or (ii) to close the extent that the breach of this provision would not have any material adverse effect on the Purchasertransaction, the Joint Venture or the Business. (b) all of elect to extend the covenants, agreements Outside Closing Date for up to an additional thirty (30) days by written notice to Seller and deliveries of the Vendor to be performed or complied with, onEscrow Agent, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied with; (c) all consents or approvals required terminate this Agreement by giving written notice to Seller and Escrow Agent. If Purchaser elects to close, Purchaser will be deemed to have waived any conditions actually known by Purchaser to be obtained by unsatisfied at the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtained; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the BusinessClosing. (e) Since the date hereof and prior to the Closing Date: (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) the receipt by the Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Interest.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the (a) The obligation of the Purchaser to pay complete the Purchase Price for the transfer of the Interest transactions contemplated herein shall be subject to the Purchaser is conditional upon satisfaction of or compliance with, at or before the fulfillment Closing Time, each of the following conditions precedentwhich are for the exclusive benefit of the Purchaser: (ai) the representations and warranties of the Vendor set forth in Article 4 shall be true and correct at the Closing Time with the same force and effect as if made at and as of such time; (ii) the Vendor shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Closing Time; (iii) the Purchaser shall have been furnished with such certificates, affidavits or statutory declarations of the Vendor or officers of the Vendor, as the Purchaser or the Purchaser's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Closing Time have been performed and complied with and that the representations and warranties of the Vendor herein given are true and correct at the Closing Time; (iv) all necessary steps, proceedings and regulatory notifications and approvals shall have been taken, given or received to permit the Purchased Shares to be duly and regularly transferred to the Purchaser, including the granting of exemption orders such that neither the Vendor nor the Purchaser shall be subject to the issuer bid requirements of applicable securities laws on terms acceptable to the Vendor's and the Purchaser's respective counsel acting reasonably and all conditions required under the exemption orders shall have been satisfied in any certificate or document full; (v) the Vendor, B▇▇▇ Canada, B▇▇▇ Mobility Holdings Inc., CGI Information Systems Management Consultants Inc. and the Purchaser shall have executed and delivered the Amending Agreement; (vi) the Vendor, 3588513 Canada Inc. and the Purchaser shall have executed and delivered a termination agreement (the “Termination Agreement”) pursuant to which the provisions hereof or in connection with the transactions contemplated hereby Shareholder Agreement shall be true terminated; (vii) (y) the Purchaser shall not be prevented from drawing on and as of the Closing Date, except: credit facilities contemplated in both (i) insofar the commitment letter and related documents dated December 15, 2005 submitted by certain financial institutions, as such representations and warranties are given arrangers, to the Purchaser, as a result of a particular date or for a particular period material adverse change (under such commitment letter) and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on credit agreement dated December 20, 2004 entered into by the Purchaser, as a result of the Joint Venture occurrence of a Material Adverse Effect (under subparagraph (i) and (ii) of such defined term in such credit agreement) and (z) the Purchaser shall not have been able to find alternative sources of funding under commercial terms reasonably acceptable to the Purchaser; (viii) the Vendor shall have delivered the resignations of at least M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and L▇▇▇▇▇ ▇▇▇▇▇▇ as directors of the Purchaser; and (ix) the Purchaser shall have been furnished with all of the share certificates representing the Purchased Shares duly endorsed in blank or the Businessaccompanied by an irrevocable security transfer Power of Attorney duly executed in blank. (b) all of the covenants, agreements and deliveries In case any term or covenant of the Vendor or condition to be performed or complied with, on, with for the benefit of the Purchaser at or before prior to the Closing date pursuant to the terms of this Agreement Time shall not have been duly performed or complied with; (c) all consents or approvals required to be obtained , by the Vendor forth the purpose of sellingVendor, assigning at or transferring the Interest to the Purchaser have been obtained; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior to the Closing Date: (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective DateTime, the Purchaser has completed its due diligence investigationsmay, the results of which are satisfactory solely to without limiting any other right that the Purchaser may have, terminate this Agreement or waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its own discretion; and, (h) rights of termination in the receipt by the Purchaserevent of non-performance of any other term, prior to Closing, of such consents from such parties as are required to acquire the Interestcovenant or condition in whole or in part.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the The obligation of the Purchaser to pay complete the Purchase Price for the transfer of the Interest Transaction will be subject to the Purchaser is conditional upon satisfaction or waiver of, at or before the fulfillment of Closing, the following conditions precedent: (a) the representations and warranties of the Vendor contained Target set forth in this Agreement being true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of the Closing; (b) the representations and warranties of the Target Securityholders set forth in this Agreement and the applicable Target Securityholder Certificate and U.S. Target Securityholder Certificate being true, correct and complete in any certificate or document delivered pursuant to all material respects as of the provisions hereof or in connection Closing and with the transactions contemplated hereby shall be true on same effect as if made at and as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business. (b) all of the covenants, agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied withClosing; (c) the Target and the Target Securityholders having performed and complied with all consents or approvals of their respective material obligations, covenants and agreements required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtainedhereunder; (d) all approvals required to be obtained from Government Authorities the Target having no more than 6,083,475 Target Shares issued and outstanding and 121,670 Target Options outstanding on the Closing Date, excluding the Target Shares issuable in connection with respect to such transfers or reassurance the conversion of Permits have been obtained or the Target Notes immediately prior to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business.Closing; (e) Since the date hereof Purchaser Board and prior the holders of the Purchaser Shares, if applicable, having approved the entry into of this Agreement and the completion of the Transaction, including the issuance of the Consideration Securities and reservation of Purchaser Shares for issuance upon the due exercise of the Replacement Options; (f) the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Closing Date:Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (g) the Purchaser being satisfied, acting reasonably, that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target and the Target Business are consistent, in all material respects, with the representations and warranties of the Target set forth in this Agreement; (h) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (i) all of the Vendor shall not have experienced any event or condition or have taken any action of any character; and,outstanding Target Securities being exchanged for Consideration Securities in accordance with the terms hereof; (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (iij) no injunction or restraining order of a any court or administrative tribunal or of competent jurisdiction shall be being in effect which prohibits prohibiting the transactions contemplated hereunder Transaction, and no action or proceeding shall have Proceeding having been instituted and remain or being pending before any such court or administrative tribunal to restrain or prohibit the Transaction; (k) no claim having been asserted or made that any Person (other than the Purchaser or the Target Securityholders) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Securityholders) are entitled to all or any portion of the Consideration Securities; (l) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; (ii) all other transactions related to the foregoing having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (m) the Target and the Target Securityholders having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Securities will be transferred to the Purchaser free and clear of any Liens or Encumbrances, adverse claim, right or interest; (n) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Securities, as applicable; (o) the Purchaser having received from the Target and the Target Securityholders, as applicable, the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: (A) the entry into, and the Closing of, this Agreement and the transactions contemplated hereby; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) the receipt by the Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Interest.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the (a) The obligation of the Purchaser to pay complete the Purchase Price for the transfer of the Interest transactions contemplated herein shall be subject to the Purchaser is conditional upon satisfaction of or compliance with, at or before the fulfillment Closing Time, each of the following conditions precedentwhich are for the exclusive benefit of the Purchaser: (ai) the representations and warranties of the Vendor and Holdco set forth in Article 4 shall be true and correct at the Closing Time with the same force and effect as if made at and as of such time; (ii) each of the Vendor and Holdco shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by them at or prior to the Closing Time; (iii) the Purchaser shall have been furnished with such certificates, affidavits or statutory declarations of each of the Vendor and Holdco, as applicable, or their respective officers, as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor and Holdco at or prior to the Closing Time have been performed and complied with and that the representations and warranties of the Vendor and Holdco, as applicable, herein given are true and correct at the Closing Time; (iv) all necessary steps, proceedings and regulatory notifications and approvals shall have been taken, given or received to permit the Purchased Shares to be duly and regularly transferred to the Purchaser, including the granting of exemption orders such that the Purchaser shall not be subject to the issuer bid requirements of applicable securities laws on terms acceptable to the Vendor’s and the Purchaser’s respective counsel acting reasonably and all conditions required under the exemption orders shall have been satisfied in any certificate full; (v) the shareholders of the Purchaser, excluding the Vendor and its affiliates (including, without limitation, Holdco), shall have approved the purchase of the Purchased Shares, as contemplated hereby, by the affirmative vote of at least 50% of the shares voted at a special meeting of Purchaser shareholders (the “Special Meeting”) to be held on or document delivered before July 7, 2003 or such higher or different approval margin as may be required by securities regulators or Laws; and (vi) the closing of the Offering pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the BusinessUnderwriting Agreement. (b) all of the covenants, agreements and deliveries In case any term or covenant of the Vendor or Holdco, as applicable, or condition to be performed or complied with, on, or before with for the Closing date pursuant to the terms benefit of this Agreement shall have been duly performed or complied with; (c) all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtained; (d) all approvals required to be obtained from Government Authorities with respect to such transfers at or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior to the Closing Date: (i) the Vendor Time shall not have experienced any event been performed or condition complied with at or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise prior to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective DateTime, the Purchaser has completed its due diligence investigationsmay, the results of which are satisfactory solely to without limiting any other right that the Purchaser may have, rescind this Agreement or waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its own discretion; and, (h) rights of rescission in the receipt by the Purchaserevent of non-performance of any other term, prior to Closing, of such consents from such parties as are required to acquire the Interestcovenant or condition in whole or in part.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the Purchaser’s obligation to purchase and accept delivery of the Purchaser to pay the Purchase Price for the transfer of the Interest Aircraft from Sellers shall be subject to the satisfaction or waiver by Purchaser is conditional upon the fulfillment of each of the following conditions precedentconditions: (a) a. Each Seller shall have obtained all the approvals, duly authorized and executed, required in accordance with its respective by-laws and articles of association and each Seller shall have performed all of its respective obligations hereunder due to be performed on or before the Closing Date; b. Each of Sellers and Lessee shall have obtained all the approvals, duly authorized and executed, required in accordance with its respective by-laws and articles of association and shall have delivered to Purchaser the Assignment Agreement, and the Assignment Agreement shall be in full force and effect and each of Sellers and Lessee shall have performed all of its respective obligations thereunder due to be performed on or before the Closing Date; c. The representations and warranties of each of Sellers and Lessee in the Vendor contained in this Agreement Sale Documents shall be true and in correct as of the Closing (other than those representations and warranties which refer to a specific date which shall be true and correct as of such dates); d. The Aircraft shall not have incurred (a) an Event of Loss nor (b) since the Inspection Completion Date, any certificate damage which exceeds or document delivered would reasonably be expected to exceed One Million U.S. Dollars (USD $1,000,000) to repair; e. Purchaser shall have received evidence of Sellers’ title to the Aircraft free and clear of any liens and encumbrances that is reasonably satisfactory to Purchaser, pursuant to the Certificate (Certidão de Inteiro Teor) issued by the Brazilian Aeronautical Registry; f. Purchaser shall have received the Title Insurance Policy; g. All of the conditions precedent as set forth in the Assignment Agreement shall have been either waived or satisfied; h. Purchaser shall have received an insurance and reinsurance certificate and reinsurance broker’s letter, evidencing Lessee’s compliance with the insurance provisions hereof of the Leases as assigned pursuant to the Assignment Agreement and otherwise in the form of the currently issued certificates; i. No change shall have occurred after the date of this Agreement under any Applicable Law which would make it illegal for either Purchaser or Sellers to perform any of their respective obligations under the Sale Documents; provided, that if any such change has occurred, the parties shall use commercially reasonable efforts to restructure the transactions contemplated by such documents so to avoid the aforementioned illegality; j. All filings, recordings and registrations with the Aviation Authority necessary for Purchaser to protect its interests in the Aircraft and the Leases shall have been made at or before the Closing, or Purchaser shall be reasonably satisfied that such filings, recordings and registrations will be made shortly following the Closing; k. Purchaser shall be satisfied that no Transfer Taxes shall be payable by Purchaser in connection with the transactions contemplated hereby hereby, and Sellers and Purchaser shall have received from Lessee confirmation that each Aircraft is located at its applicable Delivery Location; l. At the Delivery Time, each Aircraft shall be true on and in substantially the same or better condition as of the Closing date of the Inspection Completion Date, except:ordinary wear and tear as a result of Lessee’s utilization under the Leases excepted; (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) m. There shall have been no adverse change to the extent that business of Air Amazonia since the breach date of execution of this provision would not have any material adverse effect on Agreement; n. All conditions precedent under the Purchaser, Amended and Restated Leases required from the Joint Venture or the Business. (b) all of the covenants, agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement Lessee shall have been duly performed or complied withand/or provided; (c) all consents o. Sellers shall have delivered or approvals required caused to be obtained delivered the Process Agent Power of Attorney, duly notarized (in respect to the signatories inside Brazil, including the signature of two witnesses thereof) and consularized (in respect to the signatories outside the United States of America), translated by a sworn public translator; p. Evidence that Sellers have appointed the United States of America Process Agent as agent for service of process, which appointment shall take the form of a letter, contract or other similar document executed respectively by Sellers and by the Vendor forth the purpose United States of sellingAmerica Process Agent, assigning or transferring the Interest to the Purchaser have been obtainedas well as a Process Agent Power of Attorney; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior to the Closing Date: (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred, (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) the receipt by the Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Interest.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the The obligation of the Purchaser to pay purchase the Purchase Price for Interests on the transfer of the Interest Closing Date is subject to the Purchaser is conditional upon the fulfillment satisfaction of the following express conditions precedentprecedent on such Closing Date, subject to the right of Purchaser to waive any condition pursuant to SECTION 6.05: (a) Purchaser shall have received from Seller a certificate, dated as of the Closing Date and executed in the name and on behalf of Seller by the general partner of Seller, substantially in the form and to the effect of EXHIBIT A hereto; (b) Purchaser shall have received a certification from Seller dated as of the Closing Date to the effect that the representations and warranties of Seller hereunder are true and correct as of the Vendor contained Closing Date; (c) Receipt of the following documents by Purchaser: (i) a certificate of solvency dated as of the Closing Date in this Agreement and in any certificate or document delivered pursuant the Agreed Form relating to the provisions hereof or in connection with Seller issued by the transactions contemplated hereby shall be true on and general partner thereof; (ii) a favorable opinion of independent counsel to the Seller, dated as of the Closing Date, except: (i) insofar as such representations reasonably acceptable to Purchaser in the Agreed Form, that the sale of the Interests constitutes, or will constitute, a "true-sale" and warranties are given as a valid transfer of a particular date or for a particular period and relate solely title to such date Interests and that after the transfer of such Interests Seller retains, or period; or (ii) will retain, no interest in such Interests and as to such other matters as Purchaser may reasonably request with regard to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business. (b) all of the covenants, agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied withsubject matter contemplated herein; (ciii) evidence that all consents governmental and other licenses, approvals, consents, certificates, exemptions, registrations and filings necessary in the state of formation of Sub for any matter or approvals required thing contemplated by this Agreement and any notices or other documents to be given pursuant hereto and for the legality, validity, enforceability, admissibility in evidence and effectiveness hereof have been obtained by or effected on an unconditional basis and remain in full force and effect (or in the Vendor forth the purpose case of sellingeffecting any certificates, assigning or transferring the Interest exemptions, registrations and filings, that arrangements satisfactory to the Purchaser have been obtainedmade for the effectiveness of the same within any time limit provided therefor under applicable law); (d) all approvals required The Asset Purchase Agreement shall be in full force and effect as against Sub and Sub shall not have waived, in writing, any of the conditions precedent to be obtained from Government Authorities with respect its performance under the Asset Purchase Agreement, unless Purchaser has consented to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business.waiver in writing; (e) Since Seller shall have delivered to Purchaser copies of all documents delivered by the date hereof and prior to the Closing Date: "Sellers" (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying as defined in the Asset shall have occurred,Purchase Agreement) under the Asset Purchase Agreement; (f) on or before All transactions contemplated, and all documents to be executed and delivered, under the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding Indenture shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated herebycompleted by all parties; (g) within 45 days from Each manager, officer and director, if any, of Sub and each Subsidiary shall have tendered, effective as of the Effective Closing Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretionhis or her resignation as such; and, (h) There shall not be in effect on the receipt Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by the Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Interestthis Agreement.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the The obligation of the Purchaser to pay complete the Purchase Price for the transfer of the Interest transactions contemplated by this Agreement will be subject to the Purchaser is conditional upon satisfaction or waiver of, at or before the fulfillment of Closing, the following conditions precedent: (a) the representations and warranties of Prismic and each of the Vendor contained Prismic Vendors set forth in this Agreement and the applicable Certificate being true, correct and complete in any certificate or document delivered pursuant to all material respects as of the provisions hereof or in connection Closing and with the transactions contemplated hereby shall be true on same effect as if made at and as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business.Closing; (b) Prismic and the Prismic Vendors having performed and complied with all of the covenantstheir respective material obligations, covenants and agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied withrequired hereunder; (c) the Purchaser having reviewed and approved all consents or approvals required to be obtained by materials in the Vendor forth possession and control of Prismic and the purpose of selling, assigning or transferring the Interest Majority Shareholders which are germane to the decision of the Purchaser have been obtainedto proceed with the Transaction; (d) this Agreement and the Transaction Documents, all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or in form and substance reasonably satisfactory to the extent that Purchaser, having been executed and delivered to the breach of this provision would not have material adverse effect on the Purchaser or the Business.Purchaser; (e) Since the date hereof Purchaser will be satisfied with its review of the Prismic Liabilities, including the Permitted Debt, and prior to the Closing Date: (i) the Vendor shall not have experienced any event or condition or have taken any action proposal for settlement of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred,same; (f) on Prismic having provided to the Purchaser, and the Purchaser and its accountants having had a reasonable opportunity to review, the Prismic Financial Statements, and the Purchaser and its accountant being reasonably satisfied with the content of the Prismic Financial Statements taken as a whole; (g) the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or before customary in a transaction of a similar nature to the Closing Date:Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (h) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of Prismic and the Prismic Business are consistent, in all material respects, with the representations and warranties of Prismic and the Majority Shareholders set forth in this Agreement; (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a any court or administrative tribunal or of competent jurisdiction shall be being in effect which prohibits prohibiting the transactions contemplated hereunder Transaction, and no action or proceeding shall have Proceeding having been instituted and remain or be pending before any such court or administrative tribunal to restrain or prohibit the Transaction; (j) no claim having been asserted or made that any Person (other than the Purchaser or the Prismic Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Prismic Securities, or any other voting, equity, or ownership interest in, Prismic, or (other than the Prismic Vendors) is entitled to all or any portion of the Consideration Securities; (k) no Material Adverse Effect having occurred with respect to the Prismic Business, Prismic Assets or Prismic Securities; (l) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser's reasonable opinion, must be obtained prior to the Closing in order to give effect to the acquisition of the Prismic Securities and the Transaction, including the CSE, having been obtained to the Purchaser's satisfaction or in accordance with any applicable Contracts or Applicable Laws; (m) Prismic, the Majority Shareholders and the Prismic Vendors (in their capacity as shareholders of Prismic) having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Prismic Securities will be transferred to the Purchaser free and clear of any encumbrances, adverse claim, right or interest; (n) the termination of the Prismic Shareholder Agreement, which is to be effective at or prior to the Closing; (o) as at the Closing, Prismic having no Liabilities other than as set out in the Prismic Disclosure Statement; (p) an exemption from the registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Securities to each Prismic Vendor; (q) the Purchaser Board having approved the entry into and the Closing of this Agreement and the transactions contemplated hereby, including the issuance of the Consideration Securities; (gr) within 45 days the Purchaser having received from Prismic and the Effective DatePrismic Vendors the following Transaction Documents: (i) certified copies of resolutions of the Prismic Board and, if applicable, the Purchaser has completed its due diligence investigationsPrismic Vendors approving: the entry into and the Closing of this Agreement and the transactions contemplated hereby, the results transfer of which are satisfactory solely the Prismic Securities to the Purchaser Purchaser, the registration of the Prismic Securities in its own discretion; andthe name of the Purchaser, the issue of certificates representing Prismic Securities registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (hii) a certificate executed by an officer of Prismic certifying that: (A) the receipt representations and warranties of Prismic set forth in this Agreement are true and correct in all material respects as at the Closing, (B) Prismic has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of Prismic for completion of the transactions contemplated herein have been satisfied or waived, (iii) from each Prismic Vendor, a duly executed Certificate and Escrow Agreement, and any other documents as may be reasonably required by the Purchaser, (iv) executed employment agreements from each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, prior in form mutually agreed by each of them and the Purchaser; (v) a copy of any drag-along notice delivery by the Majority Shareholders to Closingthe other Prismic Vendors pursuant to the Prismic Shareholder Agreement, if applicable, (vi) a certified copy of the central securities register of Prismic evidencing the Purchaser as the sole registered owner of the Prismic Securities, (vii) certificates from each of the Prismic Vendors duly executed by such consents from Prismic Vendor under penalties of perjury, certifying that such parties Prismic Vendor is not a "foreign person" as defined in Section 1445 of the Code, (viii) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are required necessary to acquire effect and evidence the Interesttransfer of the Prismic Securities to the Purchaser, free and clear of all Liens, and (ix) the corporate minute books and all other books and records of Prismic; (s) the Purchaser having reviewed, and being satisfied with, the tax and securities implications of the Transaction contemplated by this Agreement; and (t) the Purchaser having received such evidence of value to be received by the Purchaser for the Consideration Securities as is satisfactory to the Purchaser.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the obligation of the Purchaser to pay the Purchase Price for the transfer of the Interest to the Purchaser is conditional upon the fulfillment not obligated to perform under this Contract unless all of the following conditions precedent: precedent are satisfied (aor waived in writing by Purchaser) the representations and warranties of the Vendor contained in this Agreement are otherwise true and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and correct as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business. (b) all of the covenants, agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied with; (c) all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtained; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior to the Closing Date: (a) Seller has substantially completed the Improvements in accordance with the architectural plans, drawings and specifications and has obtained a certificate of occupancy or its equivalent from all necessary governmental authority to allow the occupation of the Improvements as a surgical hospital. (b) Tenant shall have obtained at Closing all necessary permits and approvals necessary to permit Tenant operate the Improvements as a surgical hospital as intended under the terms of the Lease. (c) Seller and Purchaser have entered into an Assignment of Lease as described herein. (d) Seller has performed all of its covenants, agreements, and obligations under this Contract in all material respects and is otherwise not in default. (e) Either: (i) The Closing (as defined therein) of the Vendor shall not have experienced any event MOB Purchase Transaction, including the extinguishment of the Ground Lease, or condition or have taken any action of any character; and, (ii) no substantial damage by fireSeller has executed an assignment and assumption of the Ground Lease, negligence or otherwise in form and substance acceptable to the property underlying the Asset shall have occurred,Purchaser, assigning its rights as landlord upon Closing. (f) on From and after the expiration of the Review Period, there has been no material adverse change in the physical or before environmental condition of the Closing Date:Property, in the matters reflected in the Title Commitment, the Survey, or the operating statements delivered to, or reviewed by, Purchaser hereunder since the date of delivery, approval or review, as applicable, of such items, except to reflect those items approved or otherwise created in writing by Purchaser. (g) Tenant and Seller shall have executed the Waiver of ROFO; (h) Amendment to Lease Agreement, executed by Seller, Tenant and Purchaser. (i) no Governmental Authority The parties shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect executed an agreement confirming the Joint Venture, Purchase Price calculation. Notwithstanding the Business, the Asset or the right generality of the foregoing, Purchaser shall use reasonable efforts to satisfy all of the foregoing conditions precedent. If Purchaser is unable to satisfy all of the foregoing conditions precedent, Purchaser may waive one or more conditions precedent, extend the Closing Date for up to an additional fifteen (15) days to permit satisfaction of the applicable conditions precedent or terminate this Contract, in any such event by written notice to Seller. If Purchaser elects to close, Purchaser will be deemed to have waived any conditions actually known by Purchaser to be unsatisfied at the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) the receipt by the Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Interest.

Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the obligation of the Purchaser to pay the Purchase Price for the transfer of the Interest to the Purchaser is conditional upon the fulfillment not obligated to perform under this Contract unless all of the following conditions precedent: precedent are satisfied (aor waived in writing by Purchaser) the representations and warranties of the Vendor contained in this Agreement are otherwise true and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and correct as of the Closing Date, except: (i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business. (b) all of the covenants, agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied with; (c) all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtained; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior to the Closing Date: (a) Seller has substantially completed the Improvements in accordance with the architectural plans, drawings and specifications and has obtained a certificate of occupancy or its equivalent from all necessary governmental authority to allow the occupation of the Improvements as a surgical hospital. (b) Tenant shall have obtained at Closing all necessary permits and approvals necessary to permit Tenant operate the Improvements as a surgical hospital as intended under the terms of the Lease. (c) Seller and Purchaser have entered into an Assignment of Lease as described herein. (d) Seller has performed all of its covenants, agreements, and obligations under this Contract in all material respects and is otherwise not in default. (e) Either: (i)_ The Closing (as defined therein) of the Vendor shall not have experienced any event MOB Purchase Transaction, including the extinguishment of the Ground Lease, or condition or have taken any action of any character; and, (ii) no substantial damage by fireSeller has executed an assignment and assumption of the Ground Lease, negligence or otherwise in form and substance acceptable to the property underlying the Asset shall have occurred,Purchaser, assigning its rights as landlord upon Closing. (f) on From and after the expiration of the Review Period, there has been no material adverse change in the physical or before environmental condition of the Closing Date:Property, in the matters reflected in the Title Commitment, the Survey, or the operating statements delivered to, or reviewed by, Purchaser hereunder since the date of delivery, approval or review, as applicable, of such items, except to reflect those items approved or otherwise created in writing by Purchaser. (g) Tenant and Seller shall have executed the Waiver of ROFO; (h) Amendment to Lease Agreement, executed by Seller, Tenant and Purchaser. (i) no Governmental Authority The parties shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect executed an agreement confirming the Joint Venture, Purchase Price calculation. Notwithstanding the Business, the Asset or the right generality of the foregoing, Purchaser shall use reasonable efforts to satisfy all of the foregoing conditions precedent. If Purchaser is unable to satisfy all of the foregoing conditions precedent, Purchaser may waive one or more conditions precedent, extend the Closing Date for up to an additional fifteen (15) days to permit satisfaction of the applicable conditions precedent or terminate this Contract, in any such event by written notice to Seller. If Purchaser elects to close, Purchaser will be deemed to have waived any conditions actually known by Purchaser to be unsatisfied at the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) the receipt by the Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Interest.

Purchaser’s Conditions Precedent. Notwithstanding anything herein containedThe rights, duties and obligations of the obligation Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser to pay be fulfilled in all material aspects in the Purchase Price for the transfer reasonable opinion of the Interest Purchaser or to be waived by the Purchaser is conditional upon as soon as possible after the fulfillment of Effective Date; however, unless specifically indicated as otherwise, not later than the following conditions precedentSubject Removal Date: (a) the representations Vendor shall have complied with all warranties, representations, covenants and warranties of agreements herein agreed to be performed or caused to be performed by the Vendor contained in this Agreement and in any certificate on or document delivered pursuant to before the provisions hereof Closing Date; (b) the Vendor will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated hereby in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any regulatory authority to which the Vendor may be subject; (c) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be true on subject to the favourable opinion of such counsel, and as of the Closing Dateall relevant records and information shall be supplied to such counsel for that purpose; -- Property Acquisition Agreement -- -- Uranium Energy Corp. -- (d) no action or proceeding at law or in equity shall be pending or threatened by any person, exceptcompany, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) insofar the purchase or transfer of any of the mineral property interests comprising the Property as such representations and warranties are given as contemplated by this Agreement or the right of a particular date or for a particular period and relate solely the Vendor to such date or perioddispose of any of the mineral property interests comprising the Property; or (ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business. (b) all of the covenants, agreements and deliveries right of the Vendor to be performed or complied with, conduct its operations and carry on, or before in the Closing date pursuant to normal course, its business and operations as it has carried on in the terms of this Agreement shall have been duly performed or complied withpast; (c) all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtained; (d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business. (e) Since the date hereof and prior delivery to the Closing DatePurchaser by the Vendor, on a confidential basis, of any and all documentation and information respecting the mineral property interests comprising the Property, the Underlying Property Agreements and the Settlement Agreement (collectively, the “Property Documentation”) and including, without limitation, the following documentation and information: (i) the Vendor shall not have experienced any event or condition or have taken any action a copy of all material contracts, agreements, reports and information of any characternature respecting the mineral property interests comprising the Property, the Underlying Property Agreements and the Settlement Agreement; and, (ii) no substantial damage by firedetails of any lawsuits, negligence claims or otherwise potential claims relating to either the mineral property underlying interests comprising the Asset shall have occurred,Property, the Underlying Property Agreements and the Settlement Agreement of which the Vendor is aware and the Purchaser is unaware; and (f) on or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of completion by the Purchaser to the full enjoinment of same; and, (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby; (g) within 45 days from the Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to the Purchaser in its own discretion; and, (h) the receipt by the Purchaser’s professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property together with the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, prior to Closing, the sole and absolute satisfaction of such consents from such parties as are required to acquire the InterestPurchaser.