Common use of Additional Conditions Precedent to the Clause in Contracts

Additional Conditions Precedent to the. Obligations of the Standby Purchaser (a) the representations and warranties of CDB contained in this Agreement shall be true and correct in all material respects as of the Closing Time on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier time, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier time) with the same force and effect as if made at and as of the Closing Time on the Closing Date, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time or the applicable earlier time, as the case may be; (b) CDB shall have performed or complied with, in all material respects, each of its covenants contained in this Agreement to be performed at or prior to the Time of Closing on the Closing Date; (c) From the date of this Agreement to the Closing Time on the Closing Date there shall not have occurred a Material Adverse Change; (d) there shall not have occurred a change in the material terms of the Rights Offering, including for greater certainty any change to the Subscription Price or the maximum number of Rights Shares contemplated by Section 2.3, except with the written consent of the Standby Purchaser; and (e) the Standby Purchaser shall have received a certificate dated the Closing Date and signed by an officer of CDB, addressed to the Standby Purchaser, certifying for and on behalf of CDB after having made due enquiry that the conditions in clauses (a) to (d) of this Section 7.4 have been satisfied as of the Closing Time on the Closing Date.

Additional Conditions Precedent to the. Obligations of the Standby Parent and the Purchaser (ai) the all representations and warranties of CDB contained the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Time on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier time, in which case, such representations and warranties shall have been true and correct in all material respects on date hereof and as of such earlier time) with the same force and effect Effective Time as if though made at and as of the Closing Effective Time on (except for representations and warranties made as of a specified date, the Closing Dateaccuracy of which shall be determined as of that specified date), without regard to any materiality or Company Material Adverse Change qualifications contained in them, except for where the failure or failures of any such representations and warranties which are stated to be qualified as to materialityso true and correct in all respects would not have, individually or in which case such the aggregate, a Company Material Adverse Change; provided that the representations and warranties will of the Company in Sections 1, 2, 3, 4, 7(b)(A) and 21 of Schedule C shall be true and correct in all respects as of the Closing date hereof and as of the Effective Time or as though made at and as of the applicable earlier timeEffective Time, and the Parent and the Purchaser shall have received a certificate of the Company addressed to the Parent and the Purchaser and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company’s behalf and without personal liability), confirming the same as of the case may beEffective Date; (bii) CDB all covenants of the Company under this Agreement to be performed on or before the Effective Time shall have been duly performed or complied with, by the Company in all material respects, each and the Parent and the Purchaser shall have received a certificate of its covenants contained in this Agreement to be performed at or prior the Company addressed to the Time Parent and the Purchaser and dated the Effective Date, signed on behalf of Closing the Company by two senior executive officers of the Company (on the Closing Company’s behalf and without personal liability), confirming the same as of the Effective Date; (ciii) From all Third Party Consents shall have been obtained in a manner and on terms that are acceptable to the Purchaser, acting reasonably, and the Parent and the Purchaser shall have received a certificate of the Company addressed to the Parent and the Purchaser and dated as of the Effective Time, signed on behalf of the Company by two senior executive officers of the Company (on the Company’s behalf and without personal liability), confirming the same as of the Effective Date; (iv) since the date of this Agreement to the Closing Time on the Closing Date Agreement, there shall not have occurred a occurred, or have been disclosed to the public (if previously undisclosed to the public prior to the date hereof) any Company Material Adverse Change; (dv) there no act, action, suit, demand or Proceeding shall have been commenced or threatened in writing by any Governmental Entity and no Law shall have been proposed, enacted, promulgated or applied to cease trade, enjoin, prohibit, or impose material limitations, damages or material additional conditions on, the completion of the Arrangement; (vi) the aggregate number of Common Shares held, directly or indirectly, by those holders of such shares who have validly exercised Dissent Rights and not withdrawn such exercise in connection with the Arrangement (or instituted proceedings to exercise Dissent Rights) shall not have occurred a change in the material terms exceed 20% of the Rights Offering, including for greater certainty any change aggregate number of Common Shares outstanding immediately prior to the Subscription Price or Effective Time; (vii) the maximum number of Rights Shares contemplated by Section 2.3, except with Minister shall have not sent to the written consent Purchaser a notice under subsection 25.2(1) of the Standby PurchaserInvestment Canada Act and the Governor in Council shall have not made an order under subsection 25.3(1) of the Investment Canada Act in relation to the Transactions or, if such a notice has been sent or such an order has been made, the Purchaser shall have subsequently received (i) a notice under paragraph 25.2(4)(a) of the Investment Canada Act indicating that a review of the Transactions on grounds of national security will not be made, (ii) a notice under paragraph 25.3(6)(b) of the Investment Canada Act indicating that no further action will be taken in respect of the Transactions or (iii) a copy of an order under paragraph 25.4(1)(b) authorizing the Transactions, provided that such order is on terms and conditions satisfactory to the Purchaser acting reasonably and in compliance with Section 5.3(ii) (“ICA Approval”); and (eviii) the Standby Purchaser shall have not received a certificate dated the Closing Date and signed by an officer of CDB, addressed to the Standby Purchaser, certifying for and on behalf of CDB after having made due enquiry that the conditions in clauses (a) to (d) of this order under Section 7.4 have been satisfied as 92 of the Closing Time on Competition Act precluding completion of the Closing DateArrangement or a notice that an application will be made under Section 92 or any other applicable section of Part VIII of the Competition Act in respect of the Transactions.

Additional Conditions Precedent to the. Obligations of the Standby Purchaser (a) the representations aggregate number of Common Shares subscribed for and warranties taken up under the Rights Offering by holders of CDB contained in this Agreement shall be true Rights (including, for greater certainty and correct in all material respects as of the Closing Time on the Closing Date (except without limitation, pursuant to the extent such representations and warranties expressly relate to an earlier timeAdditional Subscription Privilege), in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier time) with the same force and effect as if made at and as of the Closing Time on the Closing Date, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time or the applicable earlier time, as the case may benot exceed 116,102,318 Common Shares; (b) CDB shall CGX will have performed or complied withmade and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies in all material respects, each the Qualified Jurisdictions required in connection with the Rights Offering and the purchase of its covenants contained in this Agreement to be performed at or prior to the Time of Closing on Standby Shares by the Closing DateStandby Purchaser; (c) From the date of Rights Offering and other transactions contemplated hereby will have been conducted in accordance with applicable Laws, including Securities Laws, and in accordance with this Agreement to the Closing Time on the Closing Date there shall not have occurred a Material Adverse ChangeAgreement; (d) there shall not have occurred a change in the material terms of the Rights Offering, including for greater certainty any change to the Subscription Price or the maximum number of Rights Shares contemplated by Section 2.3, except with Offering will not have been changed without the written consent of the Standby Purchaser; and; (e) the Standby Purchaser shall have received, with respect to such matters as it may reasonably request, a legal opinion dated as of the Closing Date from counsel to CGX relating to the Rights Offering; (f) there shall have been no merger, amalgamation, combination or consolidation of CGX or sale of all or substantially all of the assets of CGX, or any announcement in respect of any of the foregoing; (g) since the respective dates as of which information is given in the Offering Circular and Offering Notice (or any amendment thereto) there has been no Material Change other than as disclosed in the Public Disclosure; (h) no order, ruling or determination having been issued by any Securities Commission or other Governmental Entity, having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of CGX that is continuing in effect and no proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (i) all covenants and obligations of CGX under this Agreement to be performed on or before the Closing Time on its part have been duly performed by CGX in all material respects; (j) the representations and warranties of CGX set forth in this Agreement will be true and correct as of the date hereof and as of the Closing Time, as though made on and as of the Closing Time; (k) no Material Adverse Change will have occurred or have been disclosed (if previously undisclosed) at any time after the date hereof and prior to the Closing Date; (l) the Standby Purchaser shall have received at Closing a certificate or certificates dated as of the Closing Date and signed on behalf of CGX (and without personal liability) by an officer the Chief Executive Officer and the Chief Financial Officer of CDBCGX or such other officers of CGX acceptable to the Standby Purchaser, acting reasonably, addressed to the Standby Purchaser, Purchaser certifying for and on behalf of CDB CGX after having made due enquiry that each of the conditions precedent set forth in clauses (a) to (d) of this Section 7.4 have has been satisfied as of the Closing Time on Time; (m) the Standby Purchaser shall have received at Closing a certificate or certificates dated as of the Closing DateDate and signed on behalf of CGX (and without personal liability) by the Chief Executive Officer and the Chief Financial Officer of CGX or such other officers of CGX acceptable to the Standby Purchaser, acting reasonably, addressed to the Standby Purchaser certifying for and on behalf of CGX after having made due enquiry, with respect to the following matters: (i) its constating documents; (ii) the resolutions of its board of directors relevant to the Rights Offering; and (iii) the incumbency and signatures of certain of its authorized signing officers; and (n) CGX Resources and the Standby Purchaser or a subsidiary thereof shall have executed the Joint Venture Agreements and the Amended and Restated Loan Agreement.

Additional Conditions Precedent to the. Obligations of the Standby Parent and the Purchaser (a) all covenants of the Company under this Agreement to be performed on or before the Effective Time shall have been duly performed by the Company in all material respects, and the Parent and the Purchaser shall have received a certificate of the Company addressed to the Parent and the Purchaser and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company’s behalf and without personal liability), confirming the same as of the Effective Date; (b) the representations and warranties of CDB contained the Company set forth in this Agreement shall be true and correct in all material respects respects, without regard to any materiality qualifications contained in them, as of the Closing Time on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier timeEffective Time, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier time) with the same force and effect as if though made at and as of the Closing Effective Time on the Closing Date, (except for such representations and warranties made as of a specified date, the accuracy of which are stated to shall be qualified determined as to materialityof that specified date), in which case such except where any failures of any representations and warranties will to be so true and correct in all respects would not, either individually or in the aggregate, have a Material Adverse Effect or would not prevent, enjoin or materially hinder or delay the consummation of the Agreement, and the Parent and the Purchaser shall have received a certificate of the Company addressed to the Parent and the Purchaser and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company’s behalf and without personal liability), confirming the same as of the Closing Time or the applicable earlier time, as the case may be; (b) CDB shall have performed or complied with, in all material respects, each of its covenants contained in this Agreement to be performed at or prior to the Time of Closing on the Closing Effective Date; (c) From since the date of this Agreement to the Closing Time on the Closing Date hereof, there shall not have been or occurred a Material Adverse ChangeEffect; (d) there the resignations of the directors and officers of the Company and the Subsidiary referred to in Section 5.2(c) shall have been executed and delivered to the Company and the Purchaser; (e) the aggregate number of Shares held, directly or indirectly, by those holders of such shares who have validly exercised Dissent Rights and not withdrawn such exercise in connection with the Arrangement (or instituted proceedings to exercise Dissent Rights) shall not exceed 10% of the aggregate number of Shares outstanding immediately prior to the Effective Time; and (f) the Plan of Arrangement shall not have occurred a change in been amended, modified or supplemented (i) by the material terms Company without the Purchaser’s written consent or (ii) by approval or direction of the Rights Offering, including for greater certainty any change to the Subscription Price or the maximum number of Rights Shares contemplated by Section 2.3, except with Court without the written consent of the Standby Purchaser; and (e) the Standby Purchaser shall have received a certificate dated the Closing Date and signed by an officer of CDB, addressed to the Standby Purchaser, certifying for and on behalf of CDB after having made due enquiry that the conditions in clauses (a) to (d) of this Section 7.4 have been satisfied as of the Closing Time on the Closing Dateacting reasonably.

Additional Conditions Precedent to the. Obligations of the Standby Parent and the Purchaser (a) all covenants of the Company under this Agreement to be performed on or before the Effective Time shall have been duly performed by the Company in all material respects, and the Parent and the Purchaser shall have received a certificate of the Company addressed to the Parent and the Purchaser and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Effective Date; (b) the representations and warranties of CDB contained the Company set forth in this Agreement shall be true and correct in all material respects respects, without regard to any materiality or Material Adverse Effect qualifications contained in them, as of the Closing Time on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier timeEffective Time, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier time) with the same force and effect as if though made at and as of the Closing Effective Time on (except for representations and warranties made as of a specified date, the Closing Dateaccuracy of which shall be determined as of that specified date), except for where the failure or failures of all such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect and the Parent and the Purchaser shall have received a certificate of the Company addressed to the Parent and the Purchaser and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Closing Time or the applicable earlier time, as the case may be; (b) CDB shall have performed or complied with, in all material respects, each of its covenants contained in this Agreement to be performed at or prior to the Time of Closing on the Closing Effective Date; (c) From since the date of this Agreement to the Closing Time on the Closing Date hereof, there shall not have been or occurred a Material Adverse ChangeEffect; (d) there the aggregate number of Shares held, directly or indirectly, by those holders of such shares who have validly exercised Dissent Rights and not withdrawn such exercise in connection with the Arrangement (or instituted proceedings to exercise Dissent Rights) shall not have occurred a change in the material terms exceed 10% of the Rights Offering, including for greater certainty any change aggregate number of Shares outstanding immediately prior to the Subscription Price or the maximum number of Rights Shares contemplated by Section 2.3, except with the written consent of the Standby PurchaserEffective Time; and (e) the Standby Purchaser Plan of Arrangement shall not have received a certificate dated been amended, modified or supplemented (i) by the Closing Date and signed Company without the Purchaser's written consent or (ii) by an officer approval or direction of CDB, addressed to the Standby Court without the written consent of the Purchaser, certifying for and on behalf of CDB after having made due enquiry that the conditions in clauses (a) to (d) of this Section 7.4 have been satisfied as of the Closing Time on the Closing Dateacting reasonably.