TRANSACTIONS
CONTEMPLATED HEREBY.
7.5
EMPLOYMENT AGREEMENTS FOR KEY EMPLOYEES.
BUYER SHALL HAVE ENTERED
INTO AGREEMENTS FOR EMPLOYMENT WITH EACH OF THE EMPLOYEES OF SELLER (THE
"EMPLOYMENT AGREEMENTS") AS SET FORTH IN SECTION 5.7 HEREOF.
7.6
SHAREHOLDER APPROVAL.
THIS AGREEMENT, AND THE TRANSACTIONS
CONTEMPLATED HEREBY, SHALL HAVE BEEN DULY APPROVED BY SPECIAL RESOLUTION (AS
PROVIDED FOR UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO)) OF THE SHAREHOLDERS
OF SELLER.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
The obligation of Seller to consummate the sale of the Purchased Assets to Buyer
is subject to the fulfillment, or the waiver by Seller, at or prior to the
Closing, of each of the following conditions precedent:
8.1
ABSENCE OF MATERIAL LITIGATION.
THERE SHALL BE (A) NO PENDING OR
OVERTLY THREATENED LITIGATION (OTHER THAN LITIGATION WHICH IS DETERMINED BY THE
PARTIES IN GOOD FAITH, AFTER CONSULTING THEIR RESPECTIVE ATTORNEYS, TO BE
WITHOUT LEGAL OR FACTUAL SUBSTANCE OR MERIT), WHETHER BROUGHT AGAINST SELLER OR
BUYER THAT SEEKS TO ENJOIN THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, (B) NO ORDER THAT HAS BEEN ISSUED BY ANY COURT
OR GOVERNMENTAL AGENCY HAVING JURISDICTION THAT RESTRAINS OR PROHIBITS THE
CONSUMMATION OF THE PURCHASE AND SALE OF THE PURCHASED ASSETS HEREUNDER AND NO
PROCEEDINGS PENDING WHICH ARE REASONABLY LIKELY TO RESULT IN THE ISSUANCE OF
SUCH AN ORDER, AND (C) NO PENDING OR OVERTLY THREATENED LITIGATION WHICH HAS HAD
OR IS REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON BUYER.
8.2
PERFORMANCE OF OBLIGATIONS.
BUYER SHALL HAVE PERFORMED AND
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL OF ITS COVENANTS REQUIRED BY THIS
AGREEMENT TO HAVE BEEN PERFORMED BY IT AT OR PRIOR TO THE CLOSING.
8.3
NO MATERIAL ADVERSE CHANGE.
SINCE THE DATE OF THIS AGREEMENT,
THERE SHALL NOT HAVE BEEN ANY CHANGE IN OR OTHER EVENT THAT HAS HAD OR IS
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON BUYER.
8.4
DELIVERY OF ADDITIONAL INSTRUMENTS.
ON THE CLOSING DATE, BUYER
SHALL DELIVER, OR CAUSE TO BE DELIVERED TO SELLER, THE FOLLOWING DOCUMENTS AND
INSTRUMENTS, IN FORM AND SUBSTANCE SATISFACTORY TO SELLER AND ITS COUNSEL,
UNLESS WAIVED IN WRITING BY SELLER:
(A)
THE BILL OF SALE DULY EXECUTED BY BUYER;
(B)
LEGAL OPINIONS OF COUNSELS TO PARENT AND BUYER IN SUCH FORMS AS
ARE REASONABLY SATISFACTORY TO SELLER;
(C)
A GOOD STANDING CERTIFICATE, DATED AS OF A DATE THAT IS NOT MORE
THAN TEN (10) DAYS PRIOR TO THE CLOSING DATE, FROM THE SECRETARY OF STATE OF
DELAWARE, FOR THE PARENT;
(D)
A CERTIFICATE OF STATUS DATED AS OF A DATE THAT IS NOT MORE THAN
TEN (10) DAYS PRIOR TO THE CLOSING DATE, FROM THE MINISTRY OF CONSUMER AND
BUSINESS AFFAIRS OF THE PROVINCE OF ONTARIO; AND
(E)
SUCH OTHER DOCUMENTS AND INSTRUMENTS AS SELLER OR SELLER'S COUNSEL
MAY REASONABLY REQUEST SO AS BETTER TO EVIDENCE OR EFFECTUATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
8.5
DELIVERY OF CONSIDERATION.
AT THE CLOSING, BUYER SHALL DELIVER TO
SELLER A CASH PAYMENT IN THE AMOUNT SET FORTH IN