Exclusivity THE VENDORS WILL NOT AT ANY TIME PRIOR TO THE CLOSING DATE, DIRECTLY OR INDIRECTLY, SOLICIT OR ACCEPT ANY OFFER FROM, OR ENTERTAIN OR UNDERTAKE ANY DISCUSSIONS OR NEGOTIATIONS INVOLVING, ANY PERSONS OTHER THAN THE PURCHASER RELATING TO (A) THE SALE OF ANY OF THE PURCHASED SHARES, (B) THE SALE OF ANY ASSETS OF THE CORPORATION (EXCEPT IN THE ORDINARY COURSE OF BUSINESS) OR (C) ANY FORM OF MERGER, AMALGAMATION OR OTHER BUSINESS COMBINATION NOTWITHSTANDING THE FOREGOING, SHOULD THE PARTIES FAIL TO AUTHORIZE, EXECUTE AND DELIVER THE PURCHASE AGREEMENT ON OR BEFORE •, 200•, THE EXCLUSIVITY OBLIGATIONS OF THE VENDORS SET FORTH IN THIS PARAGRAPH SHALL CONTINUE UNTIL •, 200• AT WHICH POINT SUCH OBLIGATIONS SHALL EXPIRE UNLESS OTHERWISE EXTENDED IN WRITING BY THE PARTIES HERETO Expenses and Brokerage Expenses each of the Purchaser and the Vendor shall be responsible for their own respective transaction expenses and each party confirms that it has not engaged the services of any broker and that no brokerage fees or commissions are due or payable in connection with the completion of the proposed transaction Closing Conditions the terms of the Purchase Agreement will provide for certain conditions for the sole benefit of the parties, as applicable, including, without limitation, the following: - ACCEPTABLE FINANCING ARRANGEMENTS ALL REGULATORY/THIRD PARTY CONTRACTUAL APPROVALS SATISFACTORY RESULTS OF LEGAL/BUSINESS DUE DILIGENCE INVESTIGATIONS SATISFACTORY ARRANGEMENTS WITH KEY SUPPLIERS AND CUSTOMERS THE ABSENCE OF ANY MATERIAL CHANGES RELATING TO THE BUSINESS AND AFFAIRS OF THE CORPORATION SATISFACTORY ARRANGEMENTS WITH REMAINING EMPLOYEES OF THE CORPORATION THE OPINIONS OF COUNSEL TO THE VENDORS AND THE CORPORATION AS TO STANDARD MATTERS REPAYMENT OF ALL VENDOR LOANS RELEASE OF ALL VENDOR GUARANTEES AND TRANSFER OF ALL INSURANCE POLICIES Closing Documentation in addition to the Purchase Agreement, the parties will authorize, execute and deliver on the Closing Dat
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