Exhibit 10.7
SHARE PURCHASE AGREEMENT
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THIS AGREEMENT made the 1st day of October, ▇▇▇▇,
▇ ▇ ▇ ▇ ▇ ▇ ▇:
TELESAT CANADA, a corporation
---------------
incorporated pursuant to the laws of Canada,
(hereinafter referred to as the "Vendor"),
OF THE FIRST PART;
-and-
NTN INTERACTIVE NETWORK INC., a
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corporation amalgamated pursuant to the laws
of Canada,
(hereinafter referred to as the "Purchaser"),
OF THE SECOND PART.
WHEREAS the Vendor beneficially owns and controls all of the issued
and outstanding Class A special shares in the capital of Magic Lantern
Communications Ltd., a corporation amalgamated pursuant to the laws of Canada
(hereinafter referred to as the "Company");
AND WHEREAS the Vendor desires to sell and the Purchaser desires to
purchase the said issued and outstanding shares in the capital of the Company
owned by the Vendor, all upon and subject to the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the mutual
agreements and covenants herein contained (the adequacy of which consideration
as to each of the parties hereto is hereby mutually admitted), the parties
hereto hereby covenant and agree as follows:
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ARTICLE 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1 Definitions. Whenever used in this Agreement, unless there is
something in the subject matter or context inconsistent therewith, the following
words and terms shall have the respective meanings ascribed to them as follows:
(a) "Agreement" means this Share Purchase Agreement and all
instruments supplemental hereto or in amendment or confirmation
hereof;
(b) "Business Day" means a day other than a Saturday, Sunday or any
day on which the principal commercial banks located at Toronto,
Ontario are not open for business during normal banking hours;
(c) "Closing" means the completion of the sale to and purchase by the
Purchaser of the Purchased Shares hereunder by the transfer and
delivery of documents of title thereto and the payment of the
purchase price therefor as contemplated herein;
(d) "Closing Date" means the 1st day of October, 1996, or such other
date as the Parties may agree as the date upon which the Closing
shall take place;
(e) "Closing Time" means 10:00 o'clock a.m. Toronto time, on the
Closing Date or such other time on such date as the Parties may
agree as the time at which the Closing shall take place;
(f) "Parties" means the Vendor and the Purchaser, collectively, and
"Party" means any one of them;
(g) "Person" means any individual, corporation, partnership, trustee
or trust or unincorporated association, and pronouns have a
similarly extended meaning;
(h) "Purchaser's Counsel" means Messrs. ▇▇▇▇▇▇, Head, Barristers and
Solicitors, of Pickering, Ontario;
(i) "Purchase Price" means the purchase price to be paid by the
Purchaser to the Vendor for the Purchased Shares as provided in
Article 2 hereof;
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(j) "Purchased Shares" means the 1,000 issued and outstanding Class A
special shares in the capital of the Company; and
(k) "Vendor's Counsel" means ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary and
General Counsel of the Vendor.
Terms defined in the preamble to this Agreement shall have the same
meanings herein as are ascribed thereto in the preamble.
1.2 Gender and Number - Words importing the singular include the plural
and vice versa; words importing gender include all genders.
1.3 Entire Agreement - This Agreement, including the Schedules hereto,
together with the agreements and other documents to be delivered pursuant
hereto, constitute the entire agreement between the Parties pertaining to the
subject matter hereof and supercede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties and there
are no warranties, representations or other agreements between the Parties in
connection with the subject matter hereof except as specifically set forth
herein and therein.
1.4 Waivers, etc. - No supplement, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the Party to
be bound thereby. No waiver of any of the provisions of this Agreement, in whole
or in part, shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided.
1.5 Other Words and Phrases - In this Agreement, unless otherwise
expressly provided, (i) the words "hereof", "herein", "hereto" and "hereunder"
and words of similar import refer to this Agreement as a whole and not to any
particular Article, Section, Subsection, paragraph or other subdivision, and
(ii) all references to designated "Articles", "Sections", "Subsections",
"paragraphs" or other subdivisions are to the designated Articles, Sections,
Subsections, paragraphs and other subdivisions of this Agreement.
1.6 Headings - The Article and Section headings contained herein are
included solely for convenience of reference, are not intended to be full or
accurate descriptions of the content thereof and shall not be considered part of
this Agreement.
1.7 Applicable Law - This Agreement and the rights, obligations and
relations of the Parties shall be governed by and construed in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable
therein, and the courts of Ontario shall have exclusive jurisdiction to
entertain any action in connection with this Agreement.
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1.8 Currency - Unless otherwise specified, all references to currency
herein are deemed to mean lawful money of Canada, and all amounts to be paid or
calculated pursuant to this Agreement are to be paid or calculated in lawful
money of Canada.
1.9 Schedules - the following are the schedules attached to and
incorporated in this Agreement by reference and deemed to be an integral part
hereof:
Schedule "A" -- Release
Schedule "B" -- Mutual Release
ARTICLE 2
PURCHASE AND SALE
2.1 Purchase Price - At the Closing Time, the Vendor shall sell and
the Purchaser shall purchase the Purchased Shares for an aggregate purchase
price of $250,000.00
2.2 Action by Vendor and Purchaser at the Closing Time -
(a) Delivery of Certificates, etc. - The Vendor shall transfer and deliver
to the Purchaser at the Closing share certificates representing the
Purchased Shares duly endorsed in blank for transfer. The Vendor shall
take such steps as shall be necessary to cause the Company to enter
the Purchaser or its nominee upon the books of the Company as the
holder of the Purchased Shares and to issue share certificates to the
Purchaser or its nominee representing the Purchased Shares;
(b) Payment to the Vendor - The Purchase Price specified in Section 2.1
shall be paid and satisfied by the delivery by the Purchaser to the
Vendor at the Closing of a certified cheque or bank draft payable to
or to the order of the Vendor in the amount of $250,000.00.
2.3 Place of Closing - The Closing shall take place at the Closing
Time at the offices of the Purchaser's Counsel or at such other place as may be
agreed upon by the Vendor and the Purchaser.
2.4 Tender - Any tender of documents or money hereunder may be made
upon the Parties or their respective counsel, and money may be tendered by
official bank draft drawn upon a Canadian chartered bank or by negotiable cheque
payable in Canadian funds and certified by a Canadian chartered bank or trust
company.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Vendor - The Vendor hereby
represents and warrants to the Purchaser as follows and acknowledges that the
Purchaser is relying on such representations and warranties in connection with
the transactions contemplated by this Agreement:
(a) Organization and Valid Existence - The Vendor is a corporation duly
incorporated and organized and is validly existing under the laws of
Canada and the Vendor has all necessary corporate power, authority
and capacity to own and dispose of the Purchased Shares. The execution
and delivery of this Agreement and the consummation of the
transactions contemplated hereunder have been duly authorized by all
necessary corporate action on the part of the Vendor.
(b) Enforceability of Obligations - This Agreement constitutes a valid and
binding obligation of the Vendor enforceable against it in accordance
with its terms, subject, however, to limitations with respect to
enforcement imposed by law in connection with bankruptcy or similar
proceedings and to the extent that equitable remedies such as specific
performance and injunction are in the discretion of the court from
which they are sought.
(c) Right to sell - The Vendor:
(i) is the sole beneficial owner of the Purchased Shares, which
shares constitute all the issued and outstanding Class A
special shares in the capital of the Company;
(ii) has the exclusive right to dispose of the Purchased Shares as
herein provided and such disposition will not violate,
contravene, breach or offend against or result in any default
under any indenture, mortgage, lease, agreement, instrument,
charter or by-law provision, statute, regulation, order,
judgment, decree or law to which the Vendor is a party or
subject or by which the Vendor is bound or affected; and
(iii) is the holder of record of all the Purchased Shares, free and
clear of any liens, charges, encumbrances or rights of others
(other than the rights of the Purchaser hereunder) and no
Person (other than the Purchaser hereunder) has any agreement,
option or any rights capable of becoming an agreement or option
for the acquisition of the Purchased Shares;
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(d) Residence of the Vendor - The Vendor is not a non-resident of Canada
for the purposes of the Income Tax Act (Canada);
(e) Third Party Approvals - There are no approvals, consents or waivers
required to be obtained or applications required to be filed from or
with governmental authorities in Canada or from any other Person
whatsoever, including pursuant to any contracts containing
prohibitions to the within transactions, in order to permit the
transactions contemplated herein;
(f) Full Disclosure - None of the foregoing representations, warranties
and statements of fact contains any untrue statement of material fact
or omits to state any material fact necessary to make any such
statement or representation not misleading to a prospective purchaser
of the Purchased Shares.
3.2 Representations and Warranties of the Purchaser - The Purchaser hereby
represents and warrants to the Vendor as follows and acknowledges that the
Vendor is relying on such representations and warranties in connection with
the transactions contemplated by this Agreement.
(a) Organization and Valid Existence - The Purchaser is a corporation duly
amalgamated and organized and is validly existing under the laws of
Canada and has all necessary corporate power, authority and capacity
to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereunder have been duly
authorized by all necessary corporate action on the part of the
Purchaser;
(b) Enforceability of Obligations - This Agreement constitutes a valid and
binding obligation of the Purchaser enforceable against it in
accordance with its terms, subject, however, to limitations with
respect to enforcement imposed by law in connection with bankruptcy or
similar proceedings and to the extent that equitable remedies such as
specific performance and injunction are in the discretion of the court
from which they are sought;
(c) Residence of the Purchaser - The Purchaser is not a non-Canadian
within the meaning of the Investment Canada Act.
3.3 No Broker - Each of the Parties represents and warrants to the others
that all negotiations relating to this Agreement and the transactions
contemplated hereby have been carried on between them directly and without the
intervention of any other party in such manner as to give rise to any valid
claims against any of the Parties for a brokerage commission, finder's fee or
other like payment.
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3.4 Non-Waiver - No investigations made by or on behalf of the Purchaser
at any time shall have the effect of waiving, diminishing the scope of or
otherwise affecting any representation or warranty made by the Vendor herein or
pursuant hereto.
3.5 Nature and Survival of Representations, Warranties and Covenants -
All statements contained in any certificate or other instrument delivered by or
on behalf of a Party pursuant to or in connection with the transactions
contemplated by this Agreement shall be deemed to be made by such Party
hereunder. All representations, warranties, covenants and agreements herein
contained on the part of each of the Parties shall survive the Closing, the
execution and delivery hereunder of share or security transfer instruments and
other documents of title to the Purchased Shares and the payment of the
consideration therefor, provided that the representations and warranties
contained in Section 3.1, Section 3.2 and Section 3.3 shall only survive for a
period of three (3) years from the Closing Time (such time hereinafter called
the "Warranty Expiry Time").
If no claim has been made against a Party hereto with respect to any
incorrectness or misrepresentation in any such representation or warranty prior
to the Warranty Expiry Time, such Party shall have no further liability
hereunder with respect to such representation and warranty.
ARTICLE 4
CONDITIONS PRECEDENT TO THE PERFORMANCE
BY THE PURCHASER AND THE VENDOR OF
THEIR OBLIGATIONS UNDER THIS AGREEMENT
4.1 Purchaser's Conditions - The obligation of the Purchaser to
complete the purchase of the Purchased Shares hereunder shall be subject to the
satisfaction of, or compliance with, in all materials respects, at or before the
Closing Time, each of the following conditions precedent (each of which is
hereby acknowledged to be inserted for the exclusive benefit of the Purchaser
and may be waived by it in whole or in part):
(a) Truth and Accuracy of Representations of Vendor at the Closing
Time - All of the representations and warranties of the Vendor
made in or pursuant to this Agreement, including, without
limitation, the representations and warranties made by the Vendor
and set forth in Sections 3.1 and 3.3 hereof, shall be true and
correct as at the Closing Time, and the Purchaser shall have
received a certificate from a duly authorized senior officer of
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the Vendor confirming the truth and correctness of the
representations and warranties of the Vendor contained herein;
(b) Performance of Obligations - The Vendor shall have performed or
complied with, in all respects, all of its obligations, covenants
and agreements hereunder;
(c) Receipt of Closing Documentation - All documentation relating to
the due authorization and completion of the sale and purchase
hereunder of the Purchased Shares and all actions and proceedings
taken on or prior to the Closing in connection with the
performance by the Vendor of its obligations under this Agreement
shall be satisfactory to the Purchaser and Purchaser's Counsel
and the Purchaser shall have received copies of all such
documentation or other evidence as it may reasonably request in
order to establish the consummation of the transactions
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 Purchaser and Purchaser's Counsel;
(d) Release - The Vendor shall have executed and delivered to the
Purchaser a release in the form of the unexecuted release annexed
hereto as Schedule "A";
(e) Mutual Release - The Vendor shall have executed and delivered to
the Purchaser a mutual release in regard to an agreement between
the Vendor, the Company and Canadian Satellite Learning Services
Inc. dated October 13, 1995, in the form of the unexecuted mutual
release annexed hereto as Schedule "B".
4.2 Vendor's Conditions - The obligations of the Vendor to complete
the sale of the Purchased Shares hereunder shall be subject to the satisfaction
of or compliance with, at or before the Closing Time, each of the following
conditions precedent (each of which is hereby acknowledged to be inserted for
the exclusive benefit of the Vendor and may be waived by it in whole or in
part):
(a) Truth and Accuracy of Representations of Purchaser at Closing
Time - All of the representations and warranties of the Purchaser
made in or pursuant to this Agreement, including, without
limitation, the representations and warranties made by the
Purchaser and set forth in Sections 3.2 and 3.3 hereof, shall be
true and correct as at the Closing Time and with the same effect
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as if made at and as of the Closing Time and the Vendor shall
have received a certificate from a duly authorized senior officer
of the Purchaser confirming the truth and correctness of the
representations and warranties of the Purchaser contained herein;
(b) Performance of Obligations - The Purchaser shall have performed
or complied with, in all respects, all of its obligations,
covenants and agreements hereunder;
(c) Receipt of Closing Documentation - All documentation relating to
the due authorization and completion of the sale and purchase
hereunder of the Purchased Shares and all actions and proceedings
taken on or prior to the Closing in connection with the
performance by the Purchaser of its obligations under this
Agreement shall be satisfactory to the Vendor and Vendor's
Counsel and the Vendor shall have received copies of all such
documentation or other evidence as it may reasonably request in
order to establish the consummation of the transactions
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 Vendor and Vendor's Counsel;
(d) The Purchaser shall have arranged for the execution and delivery
to the Vendor of a mutual release in regard to an agreement
between the Vendor, the Company and Canadian Satellite Learning
Services Inc. dated October 13, 1995, in the form of the
unexecuted mutual release annexed hereto as Schedule "B".
ARTICLE 5
INDEMNIFICATION
5.1 Mutual Indemnifications for Breaches of Warranty, etc. - The
Vendor hereby covenants and agrees with the Purchaser, and the Purchaser hereby
covenants and agrees with the Vendor (the Party so covenanting and agreeing to
indemnify another Party being hereinafter in this Section 5.1 referred to as the
"Indemnifying Party" and the party so to be indemnified being hereinafter
referred to as the "Indemnified Party") to indemnify and save harmless the
Indemnified Party, effective as and from the Closing Time, from and against any
claims, demands, actions, causes of action, damage, loss, costs, liability or
expense (hereinafter in this Article 5 called "Claims") which may be brought
against the Indemnified Party and/or which it may suffer or incur as a result
of, in respect of, or arising out of any material non-fulfillment of any
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covenant or agreement on the part of the Indemnifying Party under this Agreement
or any incorrectness in or breach of any representation or warranty of the
Indemnifying Party contained herein or in any certificate or other document
furnished by the Indemnifying Party pursuant hereto. The foregoing obligation of
indemnification in respect of such Claims shall be subject to the limitation
mentioned in Section 3.5 hereof respecting the survival of the representations
and warranties of the Parties.
ARTICLE 6
GENERAL
6.1 Public Notices - Except for disclosures required by law, all public
notices to third parties and all other publicity concerning the transactions
contemplated by this Agreement shall be jointly planned and co-ordinated by the
Vendor and the Purchaser and no Party shall act unilaterally in this regard
without the prior approval of the other of them, such approval not to be
unreasonably withheld.
6.2 Expenses - All costs and expenses (including without limitation, the
fees and disbursements of legal counsel) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the Party
incurring such expenses.
6.3 Time - Time shall be of the essence hereof.
6.4 Notices - Any notice, direction or other document required or
permitted to be given hereunder or for the purposes hereof (hereinafter in this
Section 6.4 called a "notice") to any Party shall be in writing and shall be
sufficiently given if delivered personally, or if sent by prepaid registered
mail or if transmitted by facsimile to such Party:
(a) in the case of a notice to Vendor at:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary and General Counsel
(b) in the case of a notice to the Purchaser at:
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▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: President
with a copy to Purchaser's Counsel at
▇▇▇▇▇▇, Head
Barristers & Solicitors
Suite 200, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇
or at such other address as the Party to whom such writing is to be given shall
have last notified the Party giving the same in the manner provided in this
section. any notice delivered to the Party to whom it is addressed as
hereinbefore provided shall be deemed to have been given and received on the day
it is so delivered at such address, provided that if such day is not a Business
Day then the notice shall be deemed to have been given and received on the first
Business Day next following such day. Any notice mailed as aforesaid shall be
deemed to have been given and received on the third Business Day following the
date of its mailing. Any notice transmitted by facsimile shall be deemed given
and received on the first Business Day after its transmission. Failure to
transmit timely or adequate notice to Vendor's Counsel or to Purchaser's
Counsel, as the case may be, shall not invalidate, nullify or otherwise
detrimentally affect the provision of same to a Party.
6.5 Assignment - Neither this Agreement nor any rights or obligations
hereunder shall be assignable by any Party without the prior written consent
of the other Party hereto. Subject thereto, this Agreement shall enure to the
benefit of and be binding upon the Parties and other respective successors
(including any successor by reason of amalgamation of the Purchaser or the
Vendor) and permitted assigns.
6.6 Further Assurances - The Parties hereto shall with reasonable
diligence do all such things and provide all such reasonable assurances as may
be required to consummate the transactions contemplated hereby, and each Party
shall provide such further documents or instruments required by any other Party
as may be reasonably necessary or desirable to effect the purpose of this
Agreement and carry out its provisions, whether before or after the Closing.
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6.7 Severability - If any covenant or provision of this Agreement is
prohibited in whole or in part in any jurisdiction, such covenant or provision
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition without invalidating the remaining covenants and provisions hereof
and shall, as to such jurisdiction, be deemed to be severed from this Agreement
to the extent of such prohibition.
6.8 Counterparts - This Agreement may be executed by the Parties in
separate counterparts each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF the Parties have hereunto duly executed this
Agreement.
TELESAT CANADA
Per: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇. ▇. ▇▇▇▇▇▇▇▇, President & C.E.O.
Per: /s/ ▇. ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇. ▇. ▇▇▇▇▇▇▇, Secretary
NTN INTERACTIVE NETWORK INC.
Per: /s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
President - ▇▇▇▇▇ ▇▇▇▇
SCHEDULE "A"
RELEASE
TO: Magic Lantern Communications Ltd.
(herein called the "Release")
KNOW ALL MEN BY THESE PRESENTS that, in consideration of other good
and valuable consideration and the sum of ONE DOLLAR ($1.00) of lawful money of
Canada now paid by the Releasee to the undersigned (herein called the
"Releasor"), the receipt and sufficiency of which is hereby acknowledged, the
Releasor hereby remises, releases and forever discharges the Releasee, of and
from all manner of actions, causes of action, suits, debts, dues, duties,
accounts, bonds, covenants, contracts, claims and demands whatsoever which
against the Releasee, the Releasor, as a shareholder of the Releasee, ever had,
now has or hereafter can, shall or may have for or by reason of or in any way
arising out of any cause, matter or thing whatsoever existing up to the present
time relating to, or arising directly or indirectly by reason of or as a
consequence of, the Releasor; having been a shareholder of the Releasee.
AND in consideration of the foregoing, the Releasor covenants and
agrees not to make any claims or take any proceedings against any corporation,
firm or person which could claim contribution and/or indemnity against the
Releasee, pursuant to the provisions of any statute or otherwise with respect to
any of the aforesaid matters.
AND the provisions hereof shall enure to the benefit of and be
enforceable by the successors and assigns of the Releasee and shall be binding
upon and enforceable against the successors of the Releasor.
IN WITNESS WHEREOF the Releasor has duly executed this Release the 1st
day of October, 1996.
TELESAT CANADA
Per: ______________________________
Per: ______________________________
SCHEDULE "B"
MUTUAL RELEASE
The undersigned hereby acknowledge and agree that the agreement between
the undersigned and Canadian Satellite Learning Services Inc. dated October 13,
1995 (the "Agreement") is hereby terminated and cancelled and of no further
force and effect, and the undersigned further hereby remise, release and forever
discharge each other of and from all manner of actions, causes of action,
suits, debts, dues, duties, accounts, bonds, covenants, contracts, claims and
demands which against each other, each of them ever had, now has or hereafter
can, shall or may have for or by reason of or in any way arising out of the
Agreement.
AND in consideration of the foregoing, each of the undersigned
covenants and agrees not to make any claims or take any proceedings against any
corporation, firm or person which could claim contribution and/or indemnity
against the other of them, pursuant to the provisions of any statute or
otherwise with respect to any of the aforesaid matters.
AND the provisions hereof shall enure to the benefit of and be
enforceable by the successors of the undersigned and shall be binding upon and
enforceable against the successors of the undersigned.
IN WITNESS WHEREOF the undersigned has duly executed this Release the
1st day of October, 1996.
TELESAT CANADA
Per: ______________________________
Per: ______________________________
MAGIC LANTERN COMMUNICATIONS
LTD.
Per: ______________________________
Per: ______________________________
RELEASE
TO: Magic Lantern Communications Ltd.
(herein called the "Releasee")
KNOW ALL MEN BY THESE PRESENTS that, in consideration of other good
and valuable consideration and the sum of ONE DOLLAR ($1.00) of lawful money of
Canada now paid by the Releasee to the undersigned (herein called the
"Releasor"), the receipt and sufficiency of which is hereby acknowledged, the
Releasor hereby remises, releases and forever discharges the Releasee, of and
from all manner of actions, causes of action, suits, debts, dues, duties,
accounts, bonds, covenants, contracts, claims and demands whatsoever which
against the Releasee, the Releasor, as a shareholder of the Releasee, ever had,
now has or hereafter can, shall or may have for or by reason of or in any way
arising out of any cause, matter or thing whatsoever existing up to the present
time relating to, or arising directly or indirectly by reason of or as a
consequence of, the Releasor having been a shareholder of the Releasee.
AND in consideration of the foregoing, the Releasor covenants and
agrees not to make any claims or take any proceedings against any corporation,
firm or person which could claim contribution and/or indemnity against the
Releasee, pursuant to the provisions of any statute or otherwise with respect to
any of the aforesaid matters.
AND the provisions hereof shall enure to the benefit of and be
enforceable by the successors and assigns of the Releasee and shall be binding
upon and enforceable against the successors of the Releasor.
IN WITNESS WHEREOF the Releasor has duly executed this Release the 1st
day of October, 1996.
TELESAT CANADA
Per: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
▇. ▇. ▇▇▇▇▇▇▇▇, President & C.E.O.
Per: /s/ ▇. ▇. ▇▇▇▇▇▇▇,
-----------------------------------
▇. ▇. ▇▇▇▇▇▇▇, Secretary
MUTUAL RELEASE
The undersigned hereby acknowledge and agree that the agreement between
the undersigned and Canadian Satellite Learning Services Inc. dated October 13,
1995 (the "Agreement") is hereby terminated and cancelled and of no further
force and effect, and the undersigned further hereby remise, release and forever
discharge each other of and from all manner of actions, causes of action,
suits, debts, dues, duties, accounts, bonds, covenants, contracts, claims and
demands which against each other, each of them ever had, now has or hereafter
can, shall or may have for or by reason of or in any way arising out of the
Agreement.
AND in consideration of the foregoing, each of the undersigned
covenants and agrees not to make any claims or take any proceedings against any
corporation, firm or person which could claim contribution and/or indemnity
against the other of them, pursuant to the provisions of any statute or
otherwise with respect to any of the aforesaid matters.
AND the provisions hereof shall enure to the benefit of and be
enforceable by the successors of the undersigned and shall be binding upon and
enforceable against the successors of the undersigned.
IN WITNESS WHEREOF the undersigned has duly executed this Release the
1st day of October, 1996.
TELESAT CANADA
Per: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇, President & C.E.O.
Per: /s/ ▇. ▇. ▇▇▇▇▇▇▇,
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▇. ▇. ▇▇▇▇▇▇▇, Secretary
MAGIC LANTERN COMMUNICATIONS
LTD.
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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President, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Per: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Secretary, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
