- 3 -the Seller and the Principal shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Buyer in writing prior to the expiration of such period.
ARTICLE 3 - CONDITIONS OF CLOSING
3.1The sale and purchase of the Purchased Shares are subject to the following terms andconditions for the exclusive benefit of the Buyer to be fulfilled or performed at or prior toclosing:(a)The covenants, representations and warranties of the Seller and the Principalcontained in Article 2 hereof, shall be true and correct as of the date hereof, andshall be true and correct on and as of closing with the same force and effect asthough such covenants, representations and warranties had been made on and asof such date.(b)The Principal shall have delivered to the Buyer resignations in his capacity as anofficer and director of the Corporation and shall have delivered resignations of any of its nominees.(c)The Seller and the Principal, shall have delivered to the Buyer a release, wherebythe Seller and the Principal each release the Corporation and the Buyer from allliabilities relating to the Corporation.
ARTICLE 4 - INDEMNIFICATION
4.1The Seller hereby indemnifies and saves harmless the Buyer and the Corporation of andfrom any loss whatsoever arising out of, under or pursuant to:(a)any material loss suffered by the Buyer or the Corporation as a result of any breach or inaccuracy of representation, warranty or covenant contained in thisAgreement; and(b)all claims, demands, costs and expenses reasonably incurred in respect of theforegoing.
ARTICLE 5 - CLOSING ARRANGEMENTS
5.1The closing shall take place at 2:00 o’clock p.m. on [Closing Date (ie. August 15, 2002)]at the offices of the Buyer.5.2Each of the parties hereto will from time to time at the other’s request and expense andwithout further consideration, execute and deliver such other instruments of transfer,