WHICH CONSENT SHALL NOT BE ARBITRARILY OR UNREASONABLY
WITHHELD.
(B)
THE BUYER AND THE SELLER WILL, AT THE CLOSING DATE, JOINTLY
EXECUTE ELECTIONS, IN PRESCRIBED FORM AND CONTAINING THE PRESCRIBED INFORMATION
TO HAVE THE PROVISIONS OF SUBSECTION 167(1) OF THE EXCISE TAX ACT APPLY TO THE
PURCHASE AND SALE OF THE PURCHASED ASSETS HEREUNDER IN ORDER TO MINIMIZE THE TAX
PAYABLE IN RESPECT OF SUCH PURCHASE AND SALE UNDER PART IX OF THE EXCISE TAX
ACT.
THE BUYER WILL FILE SUCH ELECTIONS WITH CRA WITHIN THE TIMES PRESCRIBED BY
THE APPLICABLE LEGISLATION.
2.9
TRANSFER TAXES, ETC.
(A)
SUBJECT TO SUBSECTION 2.9(B), THE BUYER SHALL PAY TO THE SELLER
OR, WHERE PERMITTED BY APPLICABLE LAW, DIRECTLY TO THE APPROPRIATE GOVERNMENTAL
AUTHORITY, ALL COMMODITY AND TRANSFER TAXES, REGISTRATION CHARGES AND TRANSFER
FEES, INCLUDING GST AND ORST PAYABLE BY IT IN RESPECT OF THE PURCHASE AND SALE
OF THE PURCHASED ASSETS UNDER THIS AGREEMENT.
(B)
WITHOUT LIMITING THE APPLICABILITY OF SECTION 1.1 HEREOF, EACH OF
THE SELLER AND THE BUYER SHALL USE REASONABLE COMMERCIAL EFFORTS TO MINIMIZE THE
AMOUNTS REFERRED TO IN SECTION 2.9(A), INCLUDING EXECUTING AND DELIVERING
EXEMPTION CERTIFICATES AND SIMILAR DOCUMENTS TO THE EXTENT APPLICABLE.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL OWNERS
Subject to the disclosures and exceptions set forth in the disclosure schedules
attached hereto (the "Seller's Disclosure Schedules"), Seller and the Principal
Owners hereby jointly and severally make the representations and warranties set
forth hereinafter in this Article III to Buyer:
3.1
AUTHORITY AND BINDING EFFECT.
SELLER HAS THE FULL CORPORATE POWER
AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND THE BILL OF SALE (AS
HEREINAFTER DEFINED).
THIS AGREEMENT, AND THE BILL OF SALE, AND THE
CONSUMMATION BY SELLER OF ITS OBLIGATIONS CONTAINED HEREIN AND THEREIN, HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTIONS OF SELLER, INCLUDING
SHAREHOLDER APPROVAL WHICH APPROVAL IS A CONDITION TO CLOSING, AND SUCH
AGREEMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY SELLER.
THIS AGREEMENT IS A
VALID AND BINDING AGREEMENT OF SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO SHAREHOLDER APPROVAL, AND UPON EXECUTION AND
DELIVERY, THE BILL OF SALE WILL BE A VALID AND BINDING AGREEMENT OF SELLER AND
SHALL BE ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY OF THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND THE BILL OF
SALE MAY BE LIMITED BY (I) BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR
LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND (II) GENERAL PRINCIPLES OF
EQUITY RELATING TO THE AVAILABILITY OF EQUITABLE REMEDIES (WHETHER SUCH
AGREEMENTS ARE SOUGHT TO BE ENFORCED IN A PROCEEDING AT LAW OR A PROCEEDING IN
EQUITY).
EXCEPT AS SET FORTH ON SCHEDULE 3.1, AND EXCEPT FOR APPROVAL OF THE
SHAREHOLDERS OF SELLER AND CONSENTS NECESSARY FOR ASSIGNMENT OF ASSIGNED
CONTRACTS, IT IS NOT NECESSARY FOR SELLER TO TAKE ANY ACTION OR TO OBTAIN ANY
APPROVAL, CONSENT OR RELEASE BY OR FROM ANY THIRD PERSON, GOVERNMENT OR OTHER,
TO ENABLE SELLER TO ENTER INTO OR PERFORM ITS OBLIGATIONS