Legal Buyer Undertakings Agreement

LEGAL BUYER UNDERTAKINGS AGREEMENT

This Legal Buyer Undertakings Agreement (the Agreement) is entered into on by and between Buyer Name: of Buyer Address: and Seller Name: of Seller Address: .

RECITALS

WHEREAS, the Buyer and the Seller are parties to a purchase agreement referenced as: (the Purchase Agreement); and

WHEREAS, as a condition to closing and other obligations under the Purchase Agreement, the Seller requires certain undertakings from the Buyer concerning conduct prior to and following completion of the transaction; and

WHEREAS, the Buyer is willing to give the undertakings set forth in this Agreement in consideration of the Seller proceeding to complete the transaction under the terms agreed in the Purchase Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalized terms have the meanings set out in the Purchase Agreement. In addition:

1.1 "Closing Date" means the date on which the Closing occurs under the Purchase Agreement: .

2. BUYER UNDERTAKINGS

2.1 Pre-Closing Conduct. From the date of this Agreement until the Closing Date, the Buyer shall, and shall procure that its Affiliates shall, conduct their business with all commercially reasonable efforts and shall not, without the prior written consent of the Seller (such consent not to be unreasonably withheld):

(a) take any action that would reasonably be expected to cause any representation or warranty given by the Buyer in the Purchase Agreement to be untrue or misleading in any material respect at the time of Closing;

(b) agree to any material amendment to the Buyer’s financing arrangements relevant to fulfillment of its obligations under the Purchase Agreement without prior notice to the Seller; or

(c) institute or permit any change that would adversely affect the valuation, condition, or regulatory status of the assets being purchased.

2.2 Post-Closing Cooperation. The Buyer shall, for a period of months following Closing, cooperate in good faith with the Seller to provide information, execute documents and take such steps as are reasonably necessary to effectuate the transactions contemplated by the Purchase Agreement.

3. CONDITIONS PRECEDENT

3.1 The Buyer’s obligations under this Agreement are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:

(a) completion of all corporate approvals, third party consents and regulatory filings identified in the Purchase Agreement; and

(b) no injunction, order or other legal restraint preventing completion of the transactions on terms agreed in the Purchase Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Buyer represents and warrants to the Seller as of the date hereof and as of the Closing Date that:

(a) it has full power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby; and

(b) neither the execution nor the performance of this Agreement by the Buyer will violate any law, regulation or contractual obligation binding on the Buyer.

5. COVENANTS

5.1 Compliance with Law. The Buyer covenants to comply with all applicable laws, regulations and rules in performing its obligations under this Agreement and the Purchase Agreement.

5.2 No Assignment. The Buyer shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Seller, except to an Affiliate where no material change to the obligations occurs.

6. CONFIDENTIALITY

6.1 The Buyer shall keep confidential and shall not disclose to any third party any non-public information received from the Seller in connection with the Transaction, except as required by law, court order, or regulatory authority (provided that prior notice of such disclosure is given to the Seller where legally permissible).

7. INDEMNITY

7.1 The Buyer shall indemnify, defend and hold harmless the Seller from and against any and all losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach by the Buyer of its representations, warranties or undertakings in this Agreement.

7.2 The Buyer’s indemnity obligations shall be reduced to the extent that such losses arise from the Seller’s fraud, willful misconduct or material breach of the Purchase Agreement.

8. REMEDIES

8.1 The remedies provided in this Agreement are cumulative and in addition to any other rights or remedies at law or in equity. In the event of an actual or threatened breach by the Buyer of any undertaking contained herein, the Seller, in addition to any other remedies, shall be entitled to seek injunctive relief, specific performance or other equitable remedies.

9. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party may specify by notice to the other party).

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

This Agreement, together with the Purchase Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties relating to such subject matter.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. AMENDMENT AND WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement of the amendment or waiver is sought.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

15.1 No Waiver. The failure of a party to exercise any right under this Agreement shall not constitute a waiver of that right.

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