WARRANTIES
CONTAINED IN ARTICLE 3 AS OF THE CLOSING DATE AND (B) THE ABSENCE OF ANY
MATERIAL ADVERSE EFFECT, IN A FORM REASONABLY ACCEPTABLE TO BUYER AND ITS
COUNSEL.
2.2.2
AT THE CLOSING, BUYER WILL:
(A)
DELIVER, OR CAUSE TO BE DELIVERED, TO SELLER, THE TRANSITION SERVICES
AGREEMENT, DULY EXECUTED BY BUYER;
(B)
DELIVER, OR CAUSE TO BE DELIVERED, TO SELLER, THE LICENSE AGREEMENTS, EACH
DULY EXECUTED BY BUYER;
(C)
DELIVER, OR CAUSE TO BE DELIVERED, TO SELLER, THE ESCROW AGREEMENT, DULY
EXECUTED BY BUYER; AND
(D)
PAY TO THE SELLER THE PURCHASE PRICE IN ACCORDANCE WITH SECTION 1.2.
4
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Except as set forth in the disclosure schedule attached hereto as Exhibit D and
referencing the specific section of this Article 3 (the "Disclosure Schedule"),
Seller hereby represents and warrants to Buyer as follows (Notwithstanding the
foregoing, the parties acknowledge and agree that the Disclosure Schedule, if
any, delivered at the Effective Date may be supplemented and amended by Seller
prior to the Closing, subject to the acceptance of Buyer, such acceptance not to
be unreasonably withheld or delayed, such reasonableness to be determined with
respect to typical asset purchase transactions of the type contemplated herein):
3.1
ORGANIZATION AND CAPITALIZATION.
SELLER IS A LIMITED PARTNERSHIP
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
PROVINCE OF BRITISH COLUMBIA AND HAS FULL POWER AND AUTHORITY TO CARRY ON ITS
BUSINESS AS NOW BEING CONDUCTED.
3.2
AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY SELLER
OF THIS AGREEMENT, AND ALL DOCUMENTS AND INSTRUMENTS CONTEMPLATED HEREBY,
REFERENCED HEREIN OR EXECUTED IN CONNECTION HEREWITH (COLLECTIVELY, THE "RELATED
DOCUMENTS"), AND THE CONSUMMATION BY SELLER OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREIN, HAVE BEEN DULY AUTHORIZED AND APPROVED BY ALL NECESSARY
PROCEEDINGS OF SELLER AND ITS PARTNERS.
THIS AGREEMENT AND EACH OF THE RELATED
DOCUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY SELLER AND EACH CONSTITUTES A
LEGAL, VALID AND BINDING AGREEMENT OF SELLER, ENFORCEABLE AGAINST SELLER IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS LIMITED BY BANKRUPTCY,
INSOLVENCY OR OTHER LAWS OF GENERAL APPLICATION RELATING TO THE ENFORCEMENT OF
CREDITORS' RIGHTS.
3.3
TITLE; CONDITION OF ASSETS.
EXCEPT AS SET FORTH ON THE DISCLOSURE
SCHEDULE, SELLER HAS GOOD, MARKETABLE AND INSURABLE TITLE TO ALL OF THE ASSETS,
FREE AND CLEAR OF ALL MORTGAGES, LIENS (TAX OR OTHERWISE), PLEDGES, CHARGES,
LEASES, ENCUMBRANCES, CLAIMS OR RESTRICTIONS OF ANY KIND OR CHARACTER.
THE
ASSETS ARE IN GOOD OPERATING CONDITION WITH NO KNOWN DEFECTS, EXCEPTING NORMAL
WEAR AND TEAR, AND CONFORM WITH ALL APPLICABLE LAWS, REGULATIONS, ORDINANCES AND
THE LIKE.
THE ASSETS CONSTITUTE ALL OF THE MATERIAL RIGHTS AND PROPERTIES,
TANGIBLE OR INTANGIBLE, REAL OR PERSONAL, WHICH ARE USED IN THE CONDUCT OF THE
BUSINESS.
NO OTHER MATERIAL PROPERTIES OR RIGHTS, WHETHER OR NOT OWNED BY
SELLER, ARE REQUIRED FOR THE OPERATION OF THE BUSINESS.
SELLER IS IN POSSESSION
AND OPERATING CONTROL OF ALL OF ITS ASSETS, PROPERTIES AND RIGHTS RELATED TO THE
CONDUCT OF THE BUSINESS.
THE ASSETS