Common use of Additional Conditions Precedent to the Obligations of Target Clause in Contracts

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any time): (a) all covenants of Acquiror under this Agreement to be performed on or before the Effective Time shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer (on Acquiror’s behalf and without personal liability), confirming the same as at the Effective Time; (b) all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects as at the Effective Time as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer of Acquiror (on Acquiror’s behalf and without personal liability), confirming the same as at the Effective Time; and (c) Acquiror shall have fully satisfied its obligations under Section 2.7.

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any time): (a) all covenants of Acquiror under this Agreement to be performed on or before the Effective Time Date shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer (on Acquiror’s 's behalf and without personal liability), confirming the same as at the Effective TimeDate; (b) all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects as at the Effective Time Date as though made at on and as of at the Effective Time Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to materially and adversely affect have a Material Adverse Effect on Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, ; and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer of Acquiror (on Acquiror’s 's behalf and without personal liability), confirming the same as at the Effective TimeDate; (c) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Material Adverse Effect in respect of Acquiror, and Acquiror shall have provided to Target a certificate of a senior executive officer of Acquiror certifying the same as at the Effective Date; and (cd) Acquiror shall have fully satisfied its obligations under Section 2.72.8.

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are Agreement, shall also be subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any timeTarget): (a) all covenants of Acquiror Xxxxxxx under this Agreement to be performed on or before the Effective Time shall have been duly performed by Acquiror Xxxxxxx in all material respects, and Target shall have received a certificate of AcquirorXxxxxxx, addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror Xxxxxxx by a two of its senior executive officer officers (on Acquiror’s Xxxxxxx’x behalf and without personal liability), confirming the same as at of the Effective TimeDate; (b) all representations and warranties of Acquiror Xxxxxxx set forth in this Agreement shall be true and correct in all respects respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as at of the Effective Time Time, as though made at on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, not reasonably be expected to materially and adversely affect Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, have a Material Adverse Effect on Xxxxxxx; and Target shall have received a certificate of AcquirorXxxxxxx, addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror Xxxxxxx by a two senior executive officer officers of Acquiror Xxxxxxx (on Acquiror’s Xxxxxxx’x behalf and without personal liability), confirming the same as at the Effective TimeDate; (c) Xxxxxxx shall have delivered evidence satisfactory to Target of the approval of the listing and posting for trading on the TSX of the Xxxxxxx Shares comprising the Consideration, subject only to satisfaction of the customary conditions of the TSX; (d) since the date of this Agreement, there shall not have occurred or have been disclosed to Target or the public, if previously undisclosed to Target or the public, any event, occurrence, development or circumstance that, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect on Xxxxxxx; and (ce) Acquiror Xxxxxxx shall have fully satisfied its obligations under Section 2.7delivered evidence satisfactory to Target of the approval of the listing for trading on the NYSE MKT of the Xxxxxxx Shares comprising the Consideration. The foregoing conditions will be for the sole benefit of Target and may be waived by Target in whole or in part at any time.

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are shall also be subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any timeTarget): (a) all covenants of Acquiror Purchaser under this Agreement to be performed on or before the Effective Time Time, which have not been waived by Target, shall have been duly performed by Acquiror Purchaser in all material respects, and Target shall have received a certificate of Acquiror, Purchaser addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror Purchaser by a two of its senior executive officer officers (on AcquirorPurchaser’s behalf and without personal liability), confirming the same as at of the Effective TimeDate; (b) the representations and warranties made by Purchaser in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), without regard to any materiality qualifications contained in them as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), all representations and warranties of Acquiror Purchaser set forth in this Agreement shall be true and correct in all respects respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as at of the Effective Time Time, as though made at on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, not reasonably be expected to materially and adversely affect Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, have a Material Adverse Effect on Purchaser and Target shall have received a certificate of AcquirorPurchaser, addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror each of Purchaser by a two senior executive officer officers of Acquiror each of Purchaser (on AcquirorPurchaser’s behalf and without personal liability), confirming the same as at the Effective TimeDate; (c) since the date of this Agreement, there shall not have occurred or have been disclosed to Target or the public, if previously undisclosed to Target or the public, a Material Adverse Effect in respect of Purchaser; and (cd) Acquiror Purchaser shall have fully satisfied its obligations under Section 2.7.delivered evidence satisfactory to Target of the (i) approval of the listing and posting for trading on the TSX of the Purchaser Shares comprising the Consideration and issuable upon exercise of the Target Options exercised following the Effective Date, subject only to the satisfaction of standard and customary listing conditions of the TSX, and (ii) the approval of the listing of the Purchaser Shares comprising the Consideration and issuable upon exercise of the Target options exercised following the Effective Time on the NYSE, subject to the satisfaction of the standard and customary listing conditions of the NYSE. The foregoing conditions will be for the sole benefit of Target and may be waived by it in whole or in part at any time

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any time): (a) all covenants of Acquiror under this Agreement to be performed on or before the Effective Time Date shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer (on Acquiror’s 's behalf and without personal liability), confirming the same as at the Effective TimeDate; (b) all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects as at the Effective Time Date as though made at on and as of at the Effective Time Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to materially and adversely affect have a Material Adverse Effect on Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, ; and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer of Acquiror (on Acquiror’s 's behalf and without personal liability), confirming the same as at the Effective TimeDate; (c) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Material Adverse Effect in respect of Acquiror, and Acquiror shall have provided to Target a certificate of a senior executive officer of Acquiror certifying the same as at the Effective Date; and (cd) Acquiror shall have fully satisfied its obligations under Section 2.7.

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are Agreement, shall also be subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any timeTarget): (a) all covenants of Acquiror under this Agreement to be performed on or before the Effective Time shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror by a two of its senior executive officer officers (on Acquiror’s behalf and without personal liability), confirming the same as at of the Effective TimeDate; (b) all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as at of the Effective Time Time, as though made at on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, not reasonably be expected to materially and adversely affect Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, have a Material Adverse Effect on Acquiror and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror by a two senior executive officer officers of Acquiror (on AcquirorAxxxxxxx’s behalf and without personal liability), confirming the same as at the Effective TimeDate; (c) since the date of this Agreement, there shall not have occurred or have been disclosed to Target or the public, if previously undisclosed to Target or the public, any event, occurrence, development or circumstance that, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect on Acquiror; and (cd) Acquiror shall have fully satisfied its obligations under Section 2.7delivered evidence satisfactory to Target of the approval of the listing and posting for trading on the TSX of the Acquiror Shares comprising the Consideration as well as on exercise of the Target Options and Target Warrants, subject only to satisfaction of standard listing conditions. The foregoing conditions will be for the sole benefit of Target and may be waived by it in whole or in part at any time.

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are shall also be subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole and any one or in part at more of which, if not satisfied or waived, will relieve Target of any timeobligation under this Agreement): (a) all covenants of Acquiror the Purchaser Parties under this Agreement to be performed on or before the Effective Time Date shall have been duly performed by Acquiror the Purchaser Parties in all material respects; (b) all representations and warranties of the Purchaser Parties contained in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the date of this Agreement, in which event such representations and warranties shall be true and correct in all material respects as of such earlier specified date, or except as affected by transactions or changes in the ordinary course of business or otherwise contemplated or permitted by this Agreement) and Target shall have received a certificate of Acquiror, each of the Purchaser Parties addressed to Target and dated the Effective Date, signed on behalf of Acquiror each of the Purchaser Parties by a two senior executive officer (on Acquiror’s behalf and without personal liability)officers of the relevant Purchaser Party, confirming the same as at the Effective TimeDate; (bc) all representations between the date hereof and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects as at the Effective Time as though made at and as Date, there shall not have occurred, in the judgment of Target, acting reasonably, a Material Adverse Change to Purchaser; provided that a reduction in the market price or value of the Effective Time Purchaser Common Shares on the NNM or any other stock exchange or quotation system on which the Purchaser Common Shares may be listed or posted for trading or the results of operations (except for representations and warranties made as the announcement thereof) of a specified date, the accuracy of which Purchaser in any particular fiscal quarter shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in either case, in and of itself, constitute such a Material Adverse Change; (d) the aggregateboard of directors of each of the Purchaser Parties and Newco shall have adopted all necessary resolutions, reasonably be expected and all other necessary corporate action shall have been taken by the Purchaser Parties to materially and adversely affect Acquiror’s ability to complete permit the consummation of the Arrangement and the other transactions issue of the Exchangeable Shares contemplated by this Agreement, thereby and Target the issue of Purchaser Common Shares pursuant to the Arrangement and upon the exchange from time to time of the Exchangeable Shares and the issuance and exercise from time to time of the Replacement Options and the issue from time to time of Purchaser Common Shares on the exercise of the Replacement Options; (e) Purchaser shall have either (i) obtained the order described in Section 2.6(a) or (ii) filed and obtained a receipt for a preliminary prospectus, resolved any comments with respect to such preliminary prospectus made by the applicable securities regulatory authority and received confirmation from such securities regulatory authority that Purchaser is clear to file a certificate of Acquirorfinal prospectus and shall have prepared a final prospectus, addressed all as contemplated pursuant to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer of Acquiror (on Acquiror’s behalf and without personal liabilitySection 2.6(b), confirming the same as at the Effective Time; and (cf) Acquiror the Purchaser Common Shares issuable (i) pursuant to the Arrangement, (ii) upon exchange of the Exchangeable Shares from time to time, and (iii) upon exercise of the Replacement Options from time to time, shall have fully satisfied been authorized for listing on the NNM, subject to official notice of issuance. Target may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by Target with its obligations under Section 2.7this Agreement if the condition precedent would have been satisfied but for a material default by Target in complying with its obligations hereunder.

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are Agreement, shall also be subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any timeTarget): (a) all covenants of Acquiror under this Agreement to be performed on or before the Effective Time shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror by a two of its senior executive officer officers (on Acquiror’s behalf and without personal liability), confirming the same as at of the Effective TimeDate; (b) all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as at of the Effective Time Time, as though made at on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, not reasonably be expected to materially and adversely affect have a Material Adverse Effect on Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, ; and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective DateTime, signed on behalf of Acquiror by a two senior executive officer officers of Acquiror (on Acquiror’s behalf and without personal liability), confirming the same as at the Effective Time; andDate; (c) Acquiror shall have fully satisfied its obligations under Section 2.7.delivered evidence satisfactory to Target of the approval of the listing and posting for trading on the TSX of the Acquiror Shares comprising the Consideration, subject only to satisfaction of the customary conditions of the TSX; (d) since the date of this Agreement, there shall not have occurred or have been disclosed to Target or the public, if previously undisclosed to Target or the public, any event, occurrence, development or circumstance that, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect on Acquiror; (e) Acquiror shall have delivered evidence satisfactory to Target of the approval of the listing for trading on the NYSE MKT of the Acquiror Shares comprising the Consideration; and (f) the shares of Spinco shall have been conditionally approved to be listed on the TSXV. The foregoing conditions will be for the sole benefit of Target and may be waived by it in whole or in part at any time