HELIX HEARING CARE OF AMERICA CORP. AND FORGET & SAUV, AUDIOPROTHESISTES, S.E.N.C. AND ###-###-#### CANADA INC. ASSET PURCHASE AND SALE AGREEMENT DATED AS OF JULY 15, 2003 OGILVY RENAULT Barristers and Solicitors ASSET PURCHASE AND SALE AGREEMENT

Exhibit 10.1

HELIX HEARING CARE OF AMERICA CORP.

AND

FORGET & SAUVÉ, AUDIOPROTHESISTES, S.E.N.C.

AND

6068065 CANADA INC.

ASSET PURCHASE AND SALE AGREEMENT

DATED AS OF JULY 15, 2003

OGILVY RENAULT
Barristers and Solicitors

ASSET PURCHASE AND SALE AGREEMENT

THIS AGREEMENT dated as of the 15th day of July, 2003

WITNESSES THAT

WHEREAS:

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NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set out and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION

Section 1.1 Definitions

For the purposes of this Agreement and the Ancillary Documents and any notice, consent or other communication required or permitted to be given pursuant hereto or thereto, the following terms shall have the following meanings ascribed to them respectively, unless the subject matter or context otherwise requires:

“Affiliate” or “Affiliates” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; for the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing;

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“Agreement” means this agreement entitled “Asset Purchase and Sale Agreement” and all agreements, schedules and exhibits attached hereto;

“Ancillary Documents” means all agreements and instruments entered into and delivered pursuant to this Agreement, including the Security Agreements, the Non-Competition Agreement, the Termination Agreement, the Secured Promissory Note, the final form of all such Ancillary Documents to be settled as contemplated in Section 9.2(c);

“Benefit Plans” means all retirement, pension, supplemental pension, savings, retirement savings, bonus, profit sharing, stock purchase, phantom stock, stock appreciation, deferred compensation, severance or termination pay, change of control, insurance, medical, hospital, dental, vision care, drug, sick leave, short term or long term disability, salary continuation, unemployment benefits, vacation, incentive, compensation or other employee benefit, plan, program, arrangement, policy or practice that is maintained or otherwise contributed to, or required to be contributed to, by or on behalf of the Vendor for the benefit of its present or former employees, directors or officers;

“Books and Records” means all books and records of the Purchased Subsidiaries (including the relevant minute books) as at the Effective Time relating to and used or held for use by the Purchased Subsidiaries (as hereinafter defined) with respect to the Business, copies of which have been made available to the Purchasers, but excluding all contracts, instruments, deeds and other agreements in respect of indebtedness for borrowed money of the Vendor, all minute books, constating documents, corporate records, all tax returns (and supporting documentation) of the Vendor and documents pertaining to the Ontario operations of the Vendor;

“Business” has the meaning ascribed thereto in the preamble;

“Business Day” means a day that is not a Saturday, Sunday or statutory holiday in Québec;

“Claims” means all claims, demands, debts, damages, losses, deficiencies, liabilities (accrued, actual, contingent or otherwise), penalties, fines, causes of action, actions, proceedings, judgments, orders or awards (judicial, quasi-judicial, administrative, quasi-administrative or arbitral), settlement payments, assessments, reassessments, and all costs and expenses relating thereto (including reasonable legal fees and disbursements on a solicitor and own client basis);

“Closing” means the completion of the purchase and sale of the Purchased Assets and Business pursuant to this Agreement;

“Closing Date” means July 15, 2003 or such subsequent date jointly determined by the Vendor and the Purchasers;

“Closing Time” means 2:00 p.m. EST on the Closing Date or such other time on the Closing Date as Closing occurs with the concurrence of the Parties;

“Consent” means the consent, approval, order, qualification or waiver of, registration (other than registration with respect to interest in immovable and real property) or filing with, application or notice to, or other action whatsoever of, any Person, including any Governmental Authority, which is required in order for the right, activity or property (immovable and real or movable and

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personal, tangible or intangible) referred to in the context in which such defined term is used, to be sold, assigned, transferred, conveyed, obtained, exercised, owned, leased, possessed or used, as applicable;

“Effective Time” means 12:01 a.m. EST on May 31, 2003;

“Employees” means, as at the Effective Time, all of the employees of the Vendor employed in the Business, other than the Terminated Employees;

“Encumbrances” means all liens, prior claims, mortgages, charges, pledges, security interests, hypothecations, easements, rights-of-way, encroachments, covenants, conditions, rights of re-entry, leases, licences, assignments, options or any other encumbrance or title defect whatsoever, and all ownership or title retention, conditional sale, leasing and sale and leaseback agreements and all other agreements that in substance secure payment or performance of an obligation, regardless of form, whether or not registered or registrable and whether or not consensual or arising at law (statutory or otherwise), including rights of creditors under bankruptcy or insolvency legislation;

“Equipment” means all right, title and interest of the Vendor in, under or to the equipment, machinery, tools, computer systems (hardware and software), furnishings, accessories and office supplies owned by the Vendor as at the Effective Time and all assignable warranties of any Person covering all or any part thereof, listed in Schedule 1.1(d);

“ETA” means the Excise Tax Act (Canada);

“Governmental Authority” means any domestic, foreign, international, federal or provincial government or state and each ministry, department, commission, board, bureau or other agency of, or municipality, regional district or other local governing body established by, any such government or state, or other political subdivision thereof, and includes any Person exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government or state and, in each case, having jurisdiction in the relevant circumstances;

“GST” means the goods and services tax pursuant to ETA;

“Income Taxes” means all Taxes imposed on or measured by, in whole or in part, income and all federal, provincial, local or foreign franchise tax imposed in lieu of a tax on or measured by income including in each case all instalments in respect thereof and all interest, penalties and fines thereon and additions thereto;

“Indemnified Party” has the meaning ascribed thereto in Section 8.3;

“Indemnifying Party” has the meaning ascribed thereto in Section 8.3;

“Intellectual Property” means the intellectual property listed in Schedule 2.1(c) hereto and all goodwill associated with the foregoing, including any right that is or may be granted or recognized under any Canadian or foreign legislation with respect to any of the above;

“ITA” means the Income Tax Act (Canada);

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“Laws” means all laws, statutes, codes, regulations, ordinances, decrees, rules, by-laws, permits, directives, policies, standards, guidelines and lawful requirements of any Governmental Authority, and all judicial, quasi-judicial, administrative, quasi-administrative and arbitral judgments, orders (including injunctions) decisions or awards of any Governmental Authority, including general principles of common law, civil law and equity, in each case having the force of law and binding on the Person, property (immovable and real or movable and personal, tangible or intangible) or activity referred to in the context in which such defined term is used;

“Material Consents” means those of the Consents that are listed in Schedule 1.1(l);

“Non-Competition Agreement” means the non-competition agreement substantially in the form attached as Schedule 1.1(o) among the Vendor and each of the Purchasers and Steve Forget;

“Offer” has the meaning ascribed thereto in Section 10.1;

“Parties” means the Purchasers and the Vendor collectively, and “Party” means either the Purchasers or the Vendor as the context indicates;

“Permitted Encumbrances” means: (i) the Encumbrances listed in Schedule 1.1(m) (ii) Encumbrances which, both individually and in the aggregate, are of a minor nature, do not affect the value and do not materially impair the use of those of the Purchased Assets (as hereinafter defined) which are so affected for the purpose of carrying on the Business.

“Person” means an individual, partnership, joint venture, firm, society, association, unincorporated organization, corporation, body corporate, limited liability company, bank, trust, Governmental Authority or any trustee, executor, administrator or other legal representative, in each case whether acting for itself, as agent or in any other capacity;

“PST” means the Québec provincial sales tax pursuant to the QSTA;

“Purchased Assets” means the Equipment, the Shares and the Intellectual Property;

“Purchased Subsidiaries” means Les Services d’Approvisionnement Hearing Care of America (SAHCA) Inc., Les Services de Gestion Hearing Care of America (SGHCA) Inc. and Les Services de Location Hearing Care of America (SLHCA) Inc.;

“Purchasers” has the meaning ascribed thereto in the preamble;

“Purchasers’ Counsel” means Joli-Coeur, Lacasse, Geoffrion, Jetté, St-Pierre, Avocats.

“Purchase Price” has the meaning ascribed thereto in Section 2.2(a);

“QSTA” means the Québec Sales Tax Act;

“Secured Promissory Note” has the meaning ascribed thereto in paragraph 2.3(a)(3);

“Security Agreements” means the deeds of hypothec under the laws of Québec and other security documentation to be granted at Closing by each of GF and SAHCA in favour of the

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Vendor to guarantee the Purchasers’ obligations under this Agreement, in form and substance to be satisfactory to Vendor acting in a commercially reasonable manner;

“Shares” means all the issued and outstanding shares of the Purchased Subsidiaries;

“Subsidiary” of any Person means any corporation more than 50% of the voting rights attaching to the shares of the capital of which, having general voting power under ordinary circumstances to elect a majority of the board of directors of such corporation, irrespective of whether or not at the time shares of any other class or classes shall have or might have voting power by reason of the happening of any contingency, is owned or controlled directly or indirectly by such Person or by any other Subsidiary of such Person;

“Taxes” means all taxes, assessments, reassessments, charges, levies and all other imposts whatsoever, together with all installments in respect thereof and all interest, penalties and fines thereon or additions thereto, including gross or net income, alternative or add-on minimum tax, excise, environmental, property, sales, gross receipts, gains, transfer, occupation, privilege, employment (including contributions in respect of social security, unemployment and federal and provincial pension plans), employer health, use, value added, goods and services, capital, net worth or surplus and franchise taxes and customs duties, imposed, levied or assessed by any Governmental Authority or taxing authority including any federal, provincial, local or foreign government or taxing authority;

“Terminated Employees” shall have the meaning ascribed thereto in Section 5.1;

“Vendor” has the meaning ascribed thereto in the preamble;

“Vendor’s Counsel” means Ogilvy Renault;

“Vendor’s Ontario Operations” has the meaning ascribed thereto in Section 10.1;

Section 1.2 Interpretation

In this Agreement:

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Section 1.3 Knowledge

All references herein to “the best knowledge of”, “ the knowledge of” or expressions to similar effect, shall mean the knowledge of the executive officers of the Party referred to in the context in which such expression is used or the knowledge which such Party and executive officers would have had if they had conducted a diligent inquiry into the relevant subject-matter.

Section 1.4 Computation of Time Periods

In this Agreement, with respect to the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from but excluding” and the words “to” and “until” each means “to and including”, and the word “month” means a period commencing on one day in a calendar month and ending on the day in the next succeeding calendar month the date of which corresponds numerically to the date of such first day; provided that if there is no such numerically corresponding date in the next succeeding calendar month such period shall end on the last day of such next succeeding calendar month.

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Section 1.5 Performance on Business Day

Whenever any payment shall be stated to be due or action shall be stated to be performed on a day which is not a Business Day, such payment shall be made or action performed on the next succeeding Business Day.

Section 1.6 Schedules

The following schedules are attached to this Agreement:

ARTICLE 2
PURCHASE AND SALE AND PURCHASE PRICE

Section 2.1 Purchase and Sale

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Section 2.2 Purchase Price and Additional Consideration

Section 2.3 Payment of Purchase Price

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Section 2.4 Adjustments to Purchase Price

Section 2.5 GST and PST Elections

The Purchasers and the Vendor shall, with respect to the transfer of the Purchased Assets to the Purchasers pursuant hereto, make a joint election pursuant to Subsection 167(1) of the ETA and Section 75 of the QSTA, in the prescribed forms containing the prescribed information and within the time period specified for the purposes of the prescribed forms, in order to effect such transfer of the Purchased Assets without payment of any GST and PST by the Purchasers. The Vendor shall prepare and execute the prescribed forms and deliver same at or before the Closing Time for execution by the Purchasers, and the Purchasers shall file such forms within the prescribed time periods.

Section 2.6 Consent to Assignments

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Section 2.7 Liabilities

The Vendor shall not be liable, directly or indirectly, for any liability, obligation, agreement, contract, debt, charge, claim, judgment or other fee or expense in connection with the operation of the Business following the Closing Time. The foregoing shall not be construed as limiting the obligations of the Vendor set forth in Article 8 below.

Section 2.8 Transfer Expenses

The Purchasers shall be solely liable for and shall pay all related fees, expenses, legal and professional fees and other charges and payments to competent authorities with respect to the transfer of the Intellectual Property from the Vendor to GF and other Purchased Assets to Purchasers.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Vendor

In order to induce the Purchasers to enter into and to consummate the transactions contemplated hereby, the Vendor represents and warrants to the Purchasers, as at the date of execution of this Agreement the following:

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Section 3.2 Representations and Warranties of Purchasers

In order to induce the Vendor to enter into and to consummate the transactions contemplated hereby, each of the Purchasers represents and warrants to the Vendor as follows:

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ARTICLE 4
COVENANTS

Section 4.1 General Covenants of the Vendor

The Vendor covenants and agrees with the Purchasers that at the Closing Time, it shall:

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Section 4.2 General Covenants of Purchasers

Each of the Purchasers covenants and agrees with the Vendor that at the Closing Time, it shall:

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ARTICLE 5
EMPLOYEE MATTERS

Section 5.1 Employment Liabilities; Termination of Employment by the Vendor

All liabilities to employees or former employees of the Vendor or any other Person relating to the employment of, or services rendered by any of such employees up to the Closing Date, shall remain and be the sole and complete responsibility of the Vendor.

Prior to the Closing Date, the Vendor shall terminate the employment of the individuals the name of which is listed in Schedule 5.1 (the “Terminated Employees”) and shall assume any and all liabilities to any of the Terminated Employees accrued on or before the termination of employment thereof or as a result thereof.

Section 5.2 Employment by Purchasers

At the Closing, the Purchasers shall assume all the obligations in relation to the Employees and provided for by the Civil Code of Québec in the provisions appended to this Agreement, as well as the obligations provided for by the Labour Standards Act (Québec) and any other statute in force in the Province of Québec.

Moreover, the Purchasers shall indemnify and hold the Vendor free of all liability arising from any legal proceeding or remedy instituted by a Terminated Employee.

ARTICLE 6
CONDITIONS PRECEDENT

Section 6.1 Conditions for the Benefit of Purchasers

The obligations of the Purchasers to be performed pursuant to this Agreement and the Ancillary Documents at the Closing Time are subject to the fulfilment, on or before the Closing Time, of each of the following conditions:

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Section 6.2 Conditions for the Benefit of the Vendor

The obligations of the Vendor to be performed pursuant to this Agreement and the Ancillary Documents at the Closing Time are subject to the fulfilment, on or before the Closing Time, of each of the following conditions:

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The conditions contained in this Section 6.2, other than those in Sections (c), (d) and (e) are for the exclusive benefit of the Vendor and may be waived by the Vendor in writing in whole or in part at or before the Closing Time.

ARTICLE 7
SURVIVAL AND RELIANCE ON REPRESENTATIONS AND WARRANTIES

Section 7.1 Survival Notwithstanding Investigation

Notwithstanding any investigation conducted before or after the Closing Date and notwithstanding any actual or implied knowledge or notice of any fact or circumstance which any Person may have as a result of such investigation or otherwise, the Parties shall be entitled to

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rely upon the representations and warranties contained in this Agreement and the Ancillary Documents delivered pursuant hereto and the obligations of the Parties with respect thereto shall survive the Closing Date and shall continue in full force and effect as provided in Section 7.2.

Section 7.2 Survival of Liability for Representations and Warranties

ARTICLE 8
INDEMNITY

Section 8.1 Indemnification by the Vendor

The Vendor shall be liable to the Purchasers and shall defend, indemnify and hold harmless the Purchasers and their shareholders, directors and officers against any and all Claims incurred after the Closing by the Purchasers resulting from, relating to or in any way connected with:

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Section 8.2 Indemnification by Each of Purchasers

The Purchasers shall, on a joint and several basis, be liable to the Vendor and shall defend, indemnify and hold harmless the Vendor and its shareholders, directors and officers against any and all Claims incurred after the Closing by it resulting from, relating to or in any way connected with:

Section 8.3 Notice of Claim

A Party shall, when it has knowledge of facts or circumstances which give rise to a Claim under this Agreement or the Ancillary Documents against another Party, promptly notify the other Parties of such facts or circumstances in writing.

Following receipt from the other party (the “Indemnified Party”) of written notice of a Claim for indemnification, the Party who is in receipt of such notice (the “Indemnifying Party”) shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable for the purpose of such investigation. The Indemnified Party shall make available to the Indemnifying Party, the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the Claim, the Indemnifying Party shall immediately pay to the Indemnified Party, the full agreed upon amount of the Claim. If the Indemnified Party and the Indemnifying Party fail to reach a mutually acceptable agreement with respect to a Claim within the time period mentioned above, such Claim shall be referred to the President or the Chief Executive Officer of each of the Indemnified Party and the Indemnifying Party who shall then each appoint a representative to conduct, during a further ten (10) day period (or any mutually agreed upon extension thereof), good faith negotiations and agree on a complete and final settlement of such Claim.

Section 8.4 Restrictions on Claims

Neither the Purchasers nor the Vendor shall be liable for a Claim with respect to the breach of any of their respective representations or warranties pursuant to Section 3.1 or Section 3.2, as applicable, unless the Indemnified Party has commenced proceedings for enforcement of such

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Claim within the applicable survival of liability period pursuant to Section 7.2(a) or Section 7.2(b), as applicable.

Section 8.5 GST and PST on Indemnity

If any indemnity payment determined under this Article 8 is deemed to include GST or PST or similar taxes, the Indemnitor shall pay the Indemnifying Party, in addition to the amount of such indemnity payment, an amount equal to the amount of such indemnity payment multiplied by the applicable rate of GST, PST or similar taxes at the time of the payment of such indemnity payment.

Section 8.6 Limit on Indemnity

Notwithstanding anything contained herein, the liability of the Vendor pursuant to any indemnification obligations hereunder shall in no event exceed in the aggregate of the Purchase Price.

ARTICLE 9
CLOSING

Section 9.1 Time and Place of Closing

The Closing will take place at the offices of the Vendor’s Counsel, Ogilvy Renault, at Suite 1100, 1981 McGill College Avenue, Montréal, Québec, at the Closing Time, or at such other place as the Parties agree in writing.

Section 9.2 Closing of Purchase and Sale

The completion of the purchase and sale of the Purchased Assets pursuant to this Agreement shall take place at the Closing Time, as follows:

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ARTICLE 10
RIGHT OF FIRST REFUSAL AND OF FIRST OFFER

Section 10.1 Right of First Refusal

The Vendor hereby grants to Canada Inc. a right of first refusal as set forth herein for the purchase of all the Vendor operations conducted in Ontario, Canada (the “Vendor’s Ontario Operations”). In the event that the Vendor receives a bona fide offer from an unaffiliated third party to purchase all or part of the Vendor’s Ontario Operations, which the Vendor’s Board of Directors is inclined to accept (the “Offer”), the Vendor will give Canada Inc. notice of such Offer, which notice shall include the terms and conditions of such Offer. Canada Inc. shall then have the right to purchase all (but not less than all) of the Vendor’s Ontario Operations which are the subject of the Offer on the same terms and conditions as are contained in the Offer. Canada Inc.’s right hereunder must be exercised in writing within fifteen (15) days following receipt of the notice from the Vendor of the Offer. Canada Inc. must include in his written exercise his irrevocable commitment to make such purchase and the source of the funding for such purchase. The written exercise must be accompanied by a written irrevocable funding commitment by the funding source, which must be a bank, financial institution or other reputable source. In the event Canada Inc. provides such timely notice to the Vendor, the Vendor agrees that it will make the sale contemplated by the Offer to Canada Inc. on the terms and conditions contained in the Offer. In the event Canada Inc. does not exercise its right hereunder, or affirmatively declines to make the purchase on the terms of the Offer, or fails to consummate the purchase on the terms of the Offer within 30 days following receipt of the notice from the Vendor of the Offer, then the Vendor may proceed with such proposed transaction on the terms and conditions contained in the Offer. This right of first refusal shall expire on the date that is eighteen (18) months following the Closing Date. This right of first refusal shall not apply to any merger or consolidation of the Vendor with an unaffiliated third party or any sale of all or substantially all of the assets of the Vendor and its Affiliates to an unaffiliated third party.

Section 10.2 Right of First Offer

The Vendor agrees that it will seriously consider any bona fide offer that Canada Inc. might make to the Vendor to purchase all or part of the Vendor’s Ontario Operations. To discharge this obligation, the Vendor shall cause any such bona fide offer that Canada Inc. makes to management to the Vendor for such purchase to be presented by management to the Board of Directors of Hear USA, Inc. for its consideration.

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ARTICLE 11
MISCELLANEOUS

Section 11.1 Entire Agreement

This Agreement together with the Schedules referred to and attached hereto and the Ancillary Documents contains the entire agreement among the Parties on the subject matter hereof and supersedes and replaces all understandings, communications, representations and agreements including the Term Sheet dated April 2, 2003.

Section 11.2 Waiver

The failure by any Party, at any time or for any period of time, to require performance by the other Parties or any of them, as applicable, of any of the latter’s obligations under this Agreement or any Ancillary Document shall not affect the former’s right thereafter to require such performance. The waiver by any Party, at any time or for any period of time, of any breach by the other Parties or any of them, as applicable, of any term or condition of this Agreement or any Ancillary Document shall not be deemed or construed a waiver of any such other breach thereafter.

Section 11.3 Amendments

This Agreement or any Ancillary Document shall not be modified or amended except by agreement in writing signed by duly authorized representatives of all the Parties.

Section 11.4 Cumulative Remedies

The rights and remedies of the Parties provided in this Agreement and the Ancillary Documents are cumulative and no exercise or enforcement by the Parties of any right or remedy under this Agreement or the Ancillary Documents shall preclude the exercise or enforcement by the Parties of any other right or remedy under this Agreement, the Ancillary Documents or otherwise available to the Parties at law or in equity.

Section 11.5 Expenses Payable by Each Party

Each Party shall be responsible for all costs and expenses incurred in connection with the negotiation and execution and delivery of this Agreement and the Ancillary Documents and the completion of the transactions contemplated hereby and thereby including all legal, accounting or other professional advisory fees, all finder’s, agent’s or broker’s fees and expenses, if any, and all costs or expenses relating to due diligence and investigations.

Section 11.6 Non Disclosure; Announcements

No report or press release in connection with this Agreement or the transactions contemplated hereby or by the Ancillary Documents will be released, made or issued to any third party without the prior written consent of the Parties except for any information which is required to be disclosed by applicable Laws, or must be disclosed to obtain the Consents or otherwise satisfy the conditions precedent to Closing for the transfer of the Purchased Assets. The Parties shall

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prepare a joint public announcement and press release to announce the purchase and sale of the Purchased Assets, which shall be made and issued only after the Closing unless otherwise required by law.

Section 11.7 Reasonable Efforts

Each Party shall use all commercially reasonable efforts to satisfy the conditions contained in Article 6 to the extent that it is in such Party’s power to do so.

Section 11.8 Termination

If the Parties consent in writing to terminate this Agreement, this Agreement and the Ancillary Documents shall terminate and shall be of no force or effect.

Section 11.9 Notices

Every notice or communication required or permitted to be given under this Agreement and the Ancillary Documents shall be in writing and sent by registered mail (return receipt requested) or by facsimile (fax) to such Party at the following address or such other address as such Party notifies to the other in the same manner.

Section 11.10 Successors and Assigns

This Agreement and the Ancillary Documents shall be binding upon, and enure to the benefit of, the Parties and their respective successors, legal representatives and permitted assigns. Neither this Agreement nor any of the Ancillary Documents may be assigned by the Purchasers to any other Person without the Vendor’s prior written consent, such consent not to be unreasonably withheld.

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Section 11.11 Further Assurances

The Parties shall do with reasonable diligence all such things and provide all such reasonable assurances as may be required to consummate the transactions provided for under this Agreement and the Ancillary Documents, and each Party shall provide such further documents required by the other Parties or any of them, as applicable, as may be reasonably necessary or desirable to effect the purpose of this Agreement and the Ancillary Documents and carry out their respective provisions. Each Party shall promptly remit to the appropriate Party any monies received by it and payable to such other Party.

Section 11.12 No Third Party Beneficiary

Nothing contained in this Agreement or the Ancillary Documents is intended, or should be interpreted as having been intended, to create any right or assume any obligation in favour of, or grant any waiver or release from any obligation to, or otherwise constitute a stipulation in favour of any Person, other than the Parties pursuant to the provisions hereof.

Section 11.13 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws in force in the Province of Québec.

Section 11.14 Severability

Except for any provision or covenant contained herein which is fundamental to the subject matter of this Agreement or of any Ancillary Documents, the invalidity or unenforceability of any provision contained herein or therein shall not affect the validity or enforceability of any other provision contained herein or therein and any such invalid or unenforceable provision shall be deemed to be severable.

Section 11.15 Time

Time is of the essence in the performance of each obligation under this Agreement and the Ancillary Documents.

Section 11.16 Counterparts

This Agreement may be executed by the Parties in several counterparts (including by facsimile (fax)), each of which when so executed and delivered shall be an original, but all such counterparts shall constitute one and the same document.

Section 11.17 Language

The parties hereto have specifically requested that this Agreement and any other documents ancillary thereto be drafted in the English language. Les parties aux présentes ont spécifiquement requis que les dispositions de la présente et les documents qui y sont accessoires soient rédigés dans la langue anglaise.

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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first hereinbefore mentioned.