Common use of VENDOR’S CONDITIONS PRECEDENT Clause in Contracts

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations of the Vendor under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date; (b) the delivery by the Purchaser to the Vendor of written evidence, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor on the Closing Date; (d) the Purchaser will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser 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 Purchaser may be subject; and (e) all matters which, in the opinion of counsel for the Vendor, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose.

VENDOR’S CONDITIONS PRECEDENT. 15.1 The rights, duties and obligations of the Vendor under this Agreement are also subject to the following conditions precedent for the exclusive benefit obligation of the Vendor to consummate the Sale on the Closing Date shall be fulfilled in all material aspects in subject to the reasonable opinion prior completion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Datefollowing conditions: (a) the Purchaser shall have complied with all warranties, representations, covenants representations and agreements herein agreed to be performed or caused to be performed by warranties of the Purchaser on contained in this Agreement or before in any Purchaser Documents will have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such Closing Date, save and except in any case which would not have a material adverse effect on the Assets; (b) the delivery Purchaser will have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement and in any Purchaser Documents to be fulfilled or complied with by the Purchaser at or prior to the Vendor of written evidence, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurateClosing Date; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares will deliver or cause to be delivered to the Vendor on the Closing Dateclosing documents as set forth in Section 19.1 in a form satisfactory to the Vendor acting reasonably; (d) the Purchaser will have obtained all authorizations, approvals, or waivers that may proceedings to be necessary or desirable taken in connection with the transactions contemplated in this AgreementAgreement and any Purchaser Documents will be satisfactory in form and substance to the Vendor, acting reasonably, and the Vendor will have received copies of all instruments and other actions by, evidence as it may reasonably request in order to establish the consummation or closing of such transactions and have made the taking of all filings with, any and all regulatory authorities required to be made necessary proceedings 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 Purchaser 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 Purchaser may be subjecttherewith; and (e) this Agreement, the Purchaser Documents and all matters whichother documents necessary or reasonably required to consummate the Sale, all in the opinion of counsel for form and substance reasonably satisfactory to the Vendor, are material in connection with the transactions contemplated by this Agreement shall be subject will have been executed and delivered to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposeVendor.

VENDOR’S CONDITIONS PRECEDENT. (a) The rights, duties and obligations obligation of the Vendor under this Agreement are also to complete or cause to be completed the transactions contemplated herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent which are for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal DateVendor: (ai) other than the representations set out at Article 5(f) and Article 5(h), the representations and warranties of the Purchaser set forth in Article 5 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 Purchaser shall have performed or complied with all warranties, representationsof the terms, covenants and agreements herein agreed conditions of this Agreement to be performed or caused to be performed complied with by the Purchaser on at or before prior to the Closing DateTime; (iii) the Vendor shall have been furnished with such certificates, affidavits or statutory declarations of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor'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 Purchaser at or prior to the Closing Time have been performed and complied with and that the representations and warranties of the Purchaser 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 Vendor and Purchaser shall not be subject to the issuer bid requirements of applicable securities law requirements 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 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 the Termination Agreement; and (vii) the Vendor shall have received the Purchase Price paid as set out in Section 3.2. (b) In case any term or covenant of the delivery Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Closing Time shall not have been performed or complied with, by the Purchaser Purchaser, at or prior to the Vendor of written evidenceClosing Time, satisfactory to the Vendor in its sole and absolute discretionmay, acting reasonably, without limiting any other right that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor may have, terminate this Agreement or waive compliance with any such term, covenant or condition in whole or in part on the Closing Date; (d) the Purchaser will have obtained all authorizations, approvals, or waivers that such terms as may be necessary or desirable agreed upon without prejudice to any of its rights of termination in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies event of non-performance of any regulatory authority to which the Purchaser may be subject; and (e) all matters whichother term, covenant or condition in the opinion of counsel for the Vendor, are material whole or in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposepart.

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations Notwithstanding anything herein contained the obligation of the Vendor under this Agreement are also to complete the transfer of the Interest to the Purchaser hereunder is subject to the following conditions precedent for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Dateconditions: (a) the Purchaser Purchaser’s representations and warranties contained in this Agreement shall have complied be true on and as of the Closing Date with all warranties, representations, covenants the same effect as though such representations and agreements herein agreed to be performed or caused to be performed by the Purchaser warranties and been made on or before 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 Vendor; (b) the delivery Purchaser shall have performed and complied with all covenants, agreements and deliveries required by this Agreement to be performed or compiled with by, on, or before the Purchaser Closing Date pursuant to the Vendor terms of written evidencethis Agreement shall have been duly performed of complied with, satisfactory except to the Vendor in its sole and absolute discretion, acting reasonably, extent that each the breach of this provision would not have any material adverse effect on the Purchaser's representations, warranties and covenants contained hereinabove are true and accurateVendor; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor on the Closing Date; (d) the Purchaser will have obtained all authorizations, approvals, consents or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities approvals required to be made in connection with obtained by the transactions contemplated hereinVendor for the purpose of selling, and assigning or transferring the Interest to the Purchaser have been obtained, provided that this condition may only be relied upon by the Vendor if the Vendor has diligently exercised its best efforts to procure all such authorizations, consents or approvals and other actions will be in full force and effect, and the Purchaser has not waived the need for all such filings will consents or approvals to the extent that the breach of this provision would not have been accepted by the Purchaser 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 Purchaser may be subject; and (e) all matters which, in the opinion of counsel for material adverse effect on the Vendor, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose.and

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations of the Vendor under this Agreement are also Vendors to -------------------------------- complete the sale of the Purchased Shares hereunder shall be subject to the satisfaction of, or compliance with, at or before the Time of Closing, each of the following conditions precedent each of which is separate, is provided for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to Vendors and may be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal DateVendors in accordance with Section 5.5: (a) all corporate, legal and regulatory proceedings, approvals and consents as are reasonably considered necessary by the Purchaser Vendors' solicitors shall have been taken or obtained to permit the consummation of the transactions contemplated herein; (b) all of the representations and warranties of Storimin contained herein or in any certificate or other document delivered or given pursuant to this Agreement shall be true and correct and with the same effect as if made and as of the Time of Closing (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby or described in the Proxy Circular) and the Vendors shall have received a certificate from an officer of Storimin confirming, to the best of his knowledge, information and belief, the truth and correctness in all material respects of such representations and warranties (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby), provided that the receipt thereof and the closing of the transactions contemplated herein shall not constitute a waiver of the representations and warranties of Storimin which are contained in this Agreement; (c) Storimin shall have fulfilled and/or complied with all warrantiesterms, representationsconditions, covenants and agreements herein agreed contained to be performed or caused to be performed by it, including, without limiting the Purchaser on or before generality of the Closing Date; (b) the delivery by the Purchaser foregoing, its covenants contained in Article 7 to the Vendor of written evidence, satisfactory extent the same are to be performed at or prior to the Vendor in its sole Time of Closing and absolute discretionStorimin shall have delivered a certificate executed by a senior officer to that effect, acting reasonably, provided that each the receipt thereof and the closing of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) the Purchaser transactions contemplated herein shall have complied with all applicable securities laws in connection with the issuance not constitute a waiver of the Acquisition Shares to the Vendor on the Closing Datecovenants and agreements of Storimin which are contained in this Agreement; (d) all documentation relating to the Purchaser will have obtained due authorization (including, without limitation, the due authorization by the directors and shareholders of Storimin) and completion of the sale and purchase hereunder of the Purchased Shares and all authorizations, approvals, actions and proceedings taken on or waivers that may be necessary or desirable prior to the Time of Closing in connection with the transactions contemplated in performance by Storimin of its obligations under this AgreementAgreement shall be satisfactory to the Vendors and their counsel, acting reasonably, and the Vendors shall have received copies of all such documentation or other actions byevidence as they may reasonably request in order to establish the consummation of the transaction contemplated hereby and the taking of all corporate proceedings in connection therewith in compliance with these conditions, in form (as to certification and otherwise) and substance satisfactory to the Vendors, acting reasonably, and their counsel; (e) there shall have made been no material adverse change in the business, affairs and conditions of Storimin, whether financial or otherwise; (f) all Consents, licences, permits and certificates of any Persons (including securities regulatory bodies having jurisdiction) and all filings with, and notifications to any and all regulatory authorities Persons required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies completion of any regulatory authority to which the Purchaser may be subject; and (e) all matters which, in the opinion of counsel for the Vendor, are material in connection with the transactions contemplated by this Agreement Agreement, the execution and delivery of this Agreement, the Closing or the performance of any of the terms and conditions hereof shall be subject to have been obtained on or before the favourable opinion Time of such counselClosing; (g) other than disclosed in the Storimin Financial Statements, Storimin shall not have any material assets and all relevant shall not have any material liabilities (whether or not absolute contingent or otherwise) other than those liabilities incurred in the ordinary course of operation of its business from and after the Storimin Financial Statements; and (h) the Vendors shall have completed their investigation into the books, records and information affairs of Storimin and such investigation shall not have disclosed any matter which the Vendors, acting reasonably, consider to be supplied material to such counsel for that purposetheir decision to sell the Purchased Shares.

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations Notwithstanding anything herein contained the obligation of the Vendor under this Agreement are also to complete the sale hereunder is subject to the following conditions precedent for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Dateconditions: (a) the Purchaser Purchaser's representations and warranties contained in this Agreement shall have complied be true on and as of the Closing Date with all warranties, representations, covenants the same effect as though such representations and agreements herein agreed to be performed or caused to be performed by the Purchaser warranties had been made on or before and as of the Closing Date, except: (i) to the extent that any of such representations and warranties have been waived by the Vendor or affected by the transactions between the parties contemplated hereby; or (ii) 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; (b) the delivery Purchaser shall have performed and complied with all covenants, agreements and deliveries required by this Agreement to be performed or complied with by it on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed or complied with, except to the extent that such performance or compliance has been waived by the Purchaser to the Vendor of written evidence, satisfactory to or is prevented by a default by the Vendor in the performance of its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate;obligations hereunder; and (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor on the Closing Date; (d) the Purchaser will have obtained all authorizations, approvals, consents or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities approvals required to be made in connection with obtained by the transactions contemplated hereinVendor for the purpose of selling, and assigning or transferring the Assets have been obtained, provided that this condition may only be relied upon by the Vendor if the Vendor has diligently exercised its best efforts to procure all such authorizations, consents or approvals and other actions will be in full force and effect, and the Purchaser has not waived the need for all such filings will have been accepted by the Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations consents or policies of any regulatory authority to which the Purchaser may be subject; and (e) all matters which, in the opinion of counsel for the Vendor, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposeapprovals.

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations of the Vendor under to complete the transactions contemplated by this Agreement are will also be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to and may be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date:Vendor): (a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed of the Purchaser under this Agreement to be performed or caused to be observed on or before the Closing Date will have been duly performed by the Purchaser in all material respects and the Vendor will have received a certificate of the Purchaser addressed to the Vendor and dated the Closing Date, signed on or before behalf of the Purchaser by two senior executive officers of the Purchaser confirming the same as at the Closing Date; (b) the delivery representations and warranties of the Purchaser set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all material respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Vendor) and the Vendor will have received a certificate of the Purchaser addressed to the Vendor of written evidenceand dated the Closing Date, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each signed on behalf of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) Purchaser by two senior executive officers of the Purchaser shall have complied with all applicable securities laws in connection with confirming the issuance of the Acquisition Shares to the Vendor on same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Vendor, acting reasonably, a Purchaser Material Adverse Change; (d) the Vendor will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the business and assets of the Purchaser, provided, however, that Vendor will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Vendor will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the board of directors of the Purchaser will have obtained adopted all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities required to be made in connection with the transactions contemplated hereinresolutions, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings necessary corporate action will have been accepted taken by the Purchaser who will be in compliance withto permit the consummation of the Transaction and the issue of the Consideration Shares and, and have not committed any breach ofif Section 8.5 applies, any securities laws, regulations or policies of any regulatory authority to which the Purchaser may be subjectSubscription Securities; and (ef) all matters whichthere will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success seeking to restrain or prohibit the opinion consummation of counsel the Transaction. The Vendor may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by the Vendor, are material in connection Vendor with the transactions contemplated by its obligations under this Agreement shall be subject to if the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel condition precedent would have been satisfied but for that purposea material default by the Vendor in complying with its obligations hereunder.

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations of each of the Vendor Vendors under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Vendor Vendors to be fulfilled in all material aspects in the reasonable opinion of the Vendor Vendors or to be waived by the Vendor Vendors as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) each of the Purchaser and UEC shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser such Party on or before the Closing Subject Removal Date; (b) the delivery by the Purchaser to the Vendor of written evidence, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) the Purchaser UEC shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor Vendors on the Closing Date; (dc) each of the Purchaser and UEC will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this AgreementAgreement and including, without limitation, the Regulatory Approval, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser such Party 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 Purchaser such Party may be subject; and (ed) all matters which, in the opinion of counsel for each of the VendorVendors, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose.

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations following are conditions precedent to Vendor's obligation to complete the sale of the Vendor under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal DateAssets: (a) on the Closing Date, Purchaser shall have complied with delivered to Vendor a certified cheque or bank draft payable to Vendor in an amount equal to the aggregate of: (i) the Purchase Price minus the Deposit, minus (ii) the amount in section 2.2(c), minus (iii) the interest on the Deposit at Prime calculated from the date the Deposit is received by Vendor up to, but not including, Closing Date, plus (iv) the amount due pursuant to section 2.4, if any; (b) Purchaser shall have performed in all warrantiesmaterial respects, representationsall covenants, covenants agreements and agreements herein agreed conditions required by this Agreement to be performed or caused to be performed complied with by the Purchaser on or before prior to Closing Date and Purchaser's representations and warranties contained in section 5.3 shall be true and correct on the date of this Agreement and on Closing Date and Vendor shall not be aware on Closing Date of any facts indicating the contrary. On Closing Date, Purchaser shall have delivered to Vendor a certificate of Purchaser, dated as of Closing Date, stating that it has performed all such covenants, agreements and conditions and that the representations and warranties contained in section 5.3 are true and correct on the date of this Agreement and on Closing Date; (bc) Pacific shall have performed in all material respects, all covenants, agreements and conditions required by this Agreement to be performed or complied with by Pacific as guarantor on or prior to Closing Date and Pacific's representations and warranties contained in section 5.4 shall be true and correct on the delivery by date of this Agreement and on Closing Date and Vendor shall not be aware on Closing Date of any facts indicating the Purchaser contrary. On Closing Date, Pacific shall have delivered to Vendor a certificate of Pacific, dated as of Closing Date, stating that it has performed all such covenants, agreements and conditions and that the Vendor of written evidence, satisfactory to the Vendor representations and warranties contained in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove section 5.4 are true and accurate; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor correct on the date of this Agreement and on Closing Date; (d) the Purchaser will shall have obtained all authorizations, approvalsprovided Vendor with evidence that it, or waivers that may be necessary or desirable its Affiliate, has satisfied applicable regulatory requirements to become a licensee of the Pipeline Assets; (e) an irrevocable letter of credit redeemable no later than on the Third Anniversary Date in connection with guarantee of the transactions contemplated amount of $5,000,000.00 in this Agreementfavour of Vendor and drawn on one of the five major banks in Canada, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser 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 Purchaser may be subjectsatisfy by a letter of credit having an expiration date prior to the Third Anniversary Date, so long as it is payable upon expiration in the absence of a renewal or replacement and so long as such letter is in fact renewed or replaced prior to any expiration before the Third Anniversary Date; and (ef) all matters whichPurchaser shall have executed and delivered to Vendor concurrently with its execution of this Agreement, the Real Property Purchase and Sale Agreement attached hereto as Schedule "E"; and (g) Purchaser and Pacific shall have complied with the obligations specified in the opinion of counsel section 4.3. The preceding conditions are for the Vendorsole benefit of Vendor and may be waived in whole or in part by Vendor in writing. If any of the preceding conditions is not satisfied or waived by Vendor on or before Closing, are material in connection with the transactions contemplated by Vendor may terminate this Agreement by written notice to Purchaser on Closing Date and section 7.1 shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposeapply.

VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations of the Vendor under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date:: -- Property Acquisition Agreement -- -- Uranium Energy Corp. -- (a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date; (b) the delivery by the Purchaser to the Vendor of written evidence, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor on the Closing Date; (dc) the Purchaser will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this AgreementAgreement and including, without limitation, the Regulatory Approval, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser 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 Purchaser may be subject; and (ed) all matters which, in the opinion of counsel for the Vendor, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose.

VENDOR’S CONDITIONS PRECEDENT. (a) The rights, duties and obligations obligation of the Vendor under this Agreement are also to complete or cause to be completed the transactions contemplated herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent which are for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal DateVendor: (ai) the representations and warranties of the Purchaser set forth in Article 5 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 Purchaser shall have performed or complied with all warranties, representationsof the terms, covenants and agreements herein agreed conditions of this Agreement to be performed or caused to be performed complied with by the Purchaser at or prior to the Closing Time; (iii) the Vendor shall have been furnished with such certificates, affidavits or statutory declarations of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Closing Time have been performed and complied with and that the representations and warranties of the Purchaser 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 Vendor and Purchaser shall not be subject to the issuer bid requirements of applicable securities law requirements 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 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 the Special Meeting to be held on or before July 7, 2003 or such higher or different approval margin as may be required by securities regulators or Laws; and (vi) the Closing Date;closing of the Offering pursuant to the Underwriting Agreement. (b) the delivery by In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Vendor of written evidence, satisfactory Closing Time shall not have been performed or complied with at or prior to the Vendor in its sole and absolute discretionClosing Time, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor may, without limiting any other right that the Vendor may have, rescind this Agreement or waive compliance with any such term, covenant or condition in whole or in part on the Closing Date; (d) the Purchaser will have obtained all authorizations, approvals, or waivers that such terms as may be necessary or desirable agreed upon without prejudice to any of its rights of rescission in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies event of non-performance of any regulatory authority to which the Purchaser may be subject; and (e) all matters whichother term, covenant or condition in the opinion of counsel for the Vendor, are material whole or in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposepart.

VENDOR’S CONDITIONS PRECEDENT. 13.1 The rights, duties and obligations of the Vendor under this Agreement are also subject to the following conditions precedent for the exclusive benefit obligation of the Vendor to consummate the Sale on the Closing Date shall be fulfilled in all material aspects in subject to the reasonable opinion prior completion (or waiver by the Vendor) of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Datefollowing conditions: (a) the Purchaser shall have complied with all warranties, representations, covenants representations and agreements herein agreed to be performed or caused to be performed by warranties of the Purchaser contained in this Agreement will have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on or before the and as of such Closing Date; (b) the delivery Purchaser will have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement to be fulfilled or complied with by the Purchaser at or prior to the Vendor of written evidence, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurateClosing Date; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares will deliver or cause to be delivered to the Vendor on the Closing Dateclosing documents as set forth in Section 17.1 in a form satisfactory to the Vendor acting reasonably; (d) the Purchaser will have obtained all authorizations, approvals, or waivers that may proceedings to be necessary or desirable taken in connection with the transactions contemplated in this AgreementAgreement will be satisfactory in form and substance to the Vendor, acting reasonably, and the Vendor will have received copies of all instruments and other actions by, evidence as it may reasonably request in order to establish the consummation or closing of such transactions and have made the taking of all filings with, any and all regulatory authorities required to be made necessary proceedings 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 Purchaser 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 Purchaser may be subjecttherewith; and (e) this Agreement and all matters whichother documents necessary or reasonably required to consummate the Sale, all in the opinion of counsel for form and substance reasonably satisfactory to the Vendor, are material in connection with the transactions contemplated by this Agreement shall be subject will have been executed and delivered to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposeVendor.

VENDOR’S CONDITIONS PRECEDENT. The rights, duties obligation of Vendor to sell its interest in and obligations of to the Vendor under this Agreement are also Assets is subject to the following conditions precedent precedent, which are for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to and may be waived by Vendor in the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date:manner herein provided for notice under clauses 11.1(a)(i) or (ii): (a) the all amounts to be paid by Purchaser to Vendor at Closing shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed been paid by Purchaser in the Purchaser on or before the Closing Datemanner stipulated in this Agreement; (b) the delivery representations and warranties of Purchaser shall be true and correct in all material respects when made and as of the Closing Date and a Certificate to that effect shall have been delivered by the Purchaser to the Vendor of written evidence, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate;at Closing; and (c) the all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing. If any one or more of the foregoing conditions precedent has or have not been complied with all applicable securities laws or waived by Vendor in connection with the issuance of the Acquisition Shares to the manner provided for herein for waiver, at or before Closing, Vendor on the Closing Date; (d) the Purchaser will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser 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 Purchaser may be subject; and (e) all matters whichmay, in the opinion of counsel for the Vendoraddition to any other remedies which it may have available to it, are material in connection with the transactions contemplated by rescind this Agreement by written notice to Purchaser and, in such event, Purchaser and Vendor shall be subject to the favourable opinion of such counsel, released and discharged from all relevant records and information shall be supplied to such counsel for that purposeobligations hereunder except as provided in clause 10.2.

VENDOR’S CONDITIONS PRECEDENT. (a) The rights, duties and obligations obligation of the Vendor under this Agreement are also to complete or cause to be completed the transactions contemplated herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent which are for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal DateVendor: (ai) other than the representations set out at Article 5(f) and Article 5(h), the representations and warranties of the Purchaser set forth in Article 5 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 Purchaser shall have performed or complied with all warranties, representationsof the terms, covenants and agreements herein agreed conditions of this Agreement to be performed or caused to be performed complied with by the Purchaser on at or before prior to the Closing DateTime; (iii) the Vendor shall have been furnished with such certificates, affidavits or statutory declarations of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor’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 Purchaser at or prior to the Closing Time have been performed and complied with and that the representations and warranties of the Purchaser 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 Vendor and Purchaser shall not be subject to the issuer bid requirements of applicable securities law requirements 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 full; (v) the Vendor, ▇▇▇▇ Canada, ▇▇▇▇ 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 the Termination Agreement; and (vii) the Vendor shall have received the Purchase Price paid as set out in Section 3.2. (b) In case any term or covenant of the delivery Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Closing Time shall not have been performed or complied with, by the Purchaser Purchaser, at or prior to the Vendor of written evidenceClosing Time, satisfactory to the Vendor in its sole and absolute discretionmay, acting reasonably, without limiting any other right that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate; (c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor may have, terminate this Agreement or waive compliance with any such term, covenant or condition in whole or in part on the Closing Date; (d) the Purchaser will have obtained all authorizations, approvals, or waivers that such terms as may be necessary or desirable agreed upon without prejudice to any of its rights of termination in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies event of nonperformance of any regulatory authority to which the Purchaser may be subject; and (e) all matters whichother term, covenant or condition in the opinion of counsel for the Vendor, are material whole or in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposepart.