Common use of Additional Conditions of Buyer Clause in Contracts

Additional Conditions of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements are, unless waived by Buyer, subject to the fulfillment, on or before the Closing, of each of the following additional conditions: (a) Sellers and each other party thereto other than Buyer shall have executed and delivered each of the Ancillary Agreements to which they are a party; (b) All covenants of Sellers under this Agreement and the Ancillary Agreements to be performed prior to the Closing shall have been performed, and the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements shall be true and correct on and as of the Closing in all material respects (except to the extent qualified by materiality in which event such representations and warranties shall be true and correct) with the same effect as though such representations and warranties had been made on and as of such date; (c) Sellers shall have delivered to Buyer the written resignations of all directors and officers of CDG, in each case effective as of the Closing Date; and (d) There shall not have occurred since the date hereof any damage to, or destruction or loss of, KCPL Inventory that constitutes a material adverse change to the KCPL Inventory.

Additional Conditions of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements are, unless waived by Buyer, subject to the fulfillment, on or before the Closing, of each of the following additional conditions: (a) Sellers CP and each other party thereto other than Buyer shall have executed and delivered each of the Ancillary Agreements to which they are it is a party; (b) All covenants of Sellers CP, CP Canada, FS and the Minority CAT Shareholders under this Agreement and the Ancillary Agreements to be performed prior to the Closing shall have been performed, and the representations and warranties of Sellers CP contained in this Agreement and the Ancillary Agreements shall be true and correct on and as of the Closing in all material respects (except to the extent qualified by materiality in which event such representations and warranties shall be true and correct) with the same effect as though such representations and warranties had been made on and as of such date; (c) Sellers shall have delivered to Buyer the written resignations of all directors and officers of CDG, in each case effective as of the Closing Date; and (dc) There shall not have occurred since the date hereof any damage to, or destruction or loss of, KCPL Arrow Inventory that constitutes a material adverse change to the KCPL Arrow Inventory.