REGULATORY AUTHORITY OR
GOVERNMENTAL BODY HAVING JURISDICTION OVER BUYER.
4.4
BROKERS.
NEITHER BUYER NOR ITS AFFILIATES HAVE EMPLOYED ANY
BROKER OR FINDER OR INCURRED ANY LIABILITY FOR ANY BROKERAGE FEES, COMMISSIONS
OR FINDERS' FEES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
RELATED DOCUMENTS THAT COULD RESULT IN AN OBLIGATION OR LIABILITY TO SELLER.
4.5
TAX MATTERS.
BUYER IS A REGISTRANT FOR PURPOSES OF THE ETA, WITH
REGISTRATION NUMBER 84573 6479 RT0001.
BUYER SHALL PRIOR TO CLOSING BE
REGISTERED UNDER THE SOCIAL SERVICES TAX ACT (BRITISH COLUMBIA).
ARTICLE 5
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER
Each and every obligation of Buyer under this Agreement to be performed on or
before the Closing Date shall be subject to the satisfaction, on or before the
Closing Date, of the following conditions precedent, except to the extent that
Buyer shall have waived such satisfaction in writing:
5.1
PERFORMANCE.
SELLER SHALL HAVE PERFORMED AND COMPLIED WITH ALL
AGREEMENTS, COVENANTS AND CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED
AND COMPLIED WITH BY SELLER ON OR BEFORE THE CLOSING DATE.
BUYER SHALL HAVE
RECEIVED A CERTIFICATE OF EITHER THE PRESIDENT OR CHIEF FINANCIAL OFFICER OF SHC
DATED AS OF THE CLOSING DATE AND CERTIFYING TO THE FULFILLMENT OF THE CONDITIONS
REFERRED TO IN THIS
15
SECTION AND THE ABSENCE OF ANY MATERIAL ADVERSE CHANGE, IN A FORM REASONABLY
ACCEPTABLE TO BUYER AND ITS COUNSEL.
5.2
NON-COMPETITION AGREEMENTS.
SELLER AND PARTNERS SHALL HAVE EACH
ENTERED INTO THE NON-COMPETITION AGREEMENT ("NON-COMPETITION AGREEMENT") IN
SUBSTANTIALLY THE SAME FORM AS ATTACHED EXHIBIT E.
5.3
CERTAIN AGREEMENTS.
SELLER AND BUYER SHALL HAVE ENTERED INTO THE
BILL OF SALE.
5.4
OPINION OF SELLER'S COUNSEL.
BUYER SHALL RECEIVE AN OPINION OF
THE SELLER'S COUNSEL, DATED THE CLOSING DATE, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO BUYER AND ITS COUNSEL.
5.5
ESCROW AGREEMENT.
SELLER SHALL HAVE ENTERED INTO THE ESCROW
AGREEMENT.
5.6
TRANSITION SERVICES AGREEMENT.
SELLER SHALL HAVE ENTERED INTO THE
TRANSITION SERVICES AGREEMENT.
5.7
PATENT AND TRADEMARK LICENSE AGREEMENTS.
SELLER SHALL HAVE
ENTERED INTO EACH OF THE LICENSE AGREEMENTS.
5.8
APPROVAL.
THIS AGREEMENT AND THE RELATED DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL HAVE BEEN APPROVED BY THE
GENERAL PARTNER OF SELLER, BY THE BOARD OF DIRECTORS OF SBC AND BY BUYER'S BOARD
OF DIRECTORS.
5.9
GOVERNMENTAL APPROVALS.
AS OF THE CLOSING, ALL AUTHORIZATIONS,
APPROVALS OR PERMITS OF OR FILINGS WITH ANY GOVERNMENTAL AUTHORITY THAT WERE
REQUIRED BY LAW PRIOR TO AND IN CONNECTION WITH THE TRANSFER OF THE ASSETS OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED DOCUMENTS SHALL
HAVE BEEN DULY OBTAINED OR MADE AND SHALL BE EFFECTIVE AS OF THE CLOSING.
5.10
BULK SALES COMPLIANCE.
SELLER SHALL HAVE COMPLIED WITH ANY
APPLICABLE BULK SALES LAWS AND REGULATIONS, OR PROVIDED ITS INDEMNITY FOR ANY
CLAIMS AND LOSSES (AS DEFINED IN SECTION 7.1) RESULTING FROM FAILURE TO SO
COMPLY IN LIEU THEREOF
5.11
THIRD PARTY ARRANGEMENTS AND APPROVALS.
SELLER SHALL HAVE
CONFIRMED TO BUYER'S SATISFACTION THE CONTINUATION OF ALL SELLER'S KEY EMPLOYEES
AND THE