Additional Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Seller:
Additional Conditions to Obligations of the Seller. The obligation of the Seller to effect the Merger is also subject to the satisfaction at or prior to the Effective Time of the following conditions:
Additional Conditions to Obligations of the Seller. The obligation of the Seller to effect the Merger is also subject to the following conditions:
Additional Conditions to Obligations of the Seller. The obligations of Seller to effect the transactions contemplated hereby are also subject to the following conditions:
Additional Conditions to Obligations of the Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion):
(a) the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date;
(b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, including, without limiting the generality of the foregoing, Purchaser shall have delivered, or caused to be delivered, to Seller at the Closing all the documents set forth in Section 2.3(c);
(c) Seller shall have received a certificate of an executive officer of Purchaser or Hydro-Québec that the conditions set forth in subsections (a) and (b) of this Section 6.3 have been satisfied ;
(d) Purchaser shall have obtained an advance ruling certificate pursuant to Section 102 of the Competition Act; or the Commissioner of Competition or his authorized representative shall have advised Purchaser in writing, on terms and in a form satisfactory to Purchaser acting reasonably, that the Commissioner does not intend to make an application under Section 92 of the Competition Act with respect to the transactions contemplated by this Agreement, and neither the Commissioner nor any of its representatives shall have rescinded or amended such advice;
(e) the Implementation Transactions, including the Business Transfer, shall have been completed and the conditions for the benefit of Seller in the Implementation Agreement shall have been satisfied;
(f) the following agreements shall have been executed by all parties thereto other than Seller and its Affiliates, and copies thereof executed by all parties thereto other than Seller and its Affiliates shall have been delivered to Seller:
(i) the Power Purchase Contracts Assignment Agreement;
(ii) the Load Transfer Agreement; and
(iii) the Mutual Release and Discharge;
(g) Hydro-Québec shall have paid BCFPI for all ...
Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of the Buyer set forth in Article 4 of this Agreement shall be true and correct in all respects on and as of the Closing Date as if made on and as of such date.
(b) The Buyer shall in all material respects have performed or complied with each obligation and covenant to be performed or complied with by it hereunder on or prior to the Closing Date.
Additional Conditions to Obligations of the Seller. The obligations of the Seller to complete the Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions (it being understood and agreed that each such condition is solely for the benefit of the Seller and may be waived by the Seller in writing in its sole discretion without notice or Liability to any Person):
Additional Conditions to Obligations of the Seller. The obligations of the Seller to consummate the Share Purchase are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Company in whole or in part in its sole discretion):
(a) the representations and warranties of Purchaser contained Article VI shall be true and correct (without giving effect to any materiality qualifications therein) as of the Closing (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all such other failures, a material adverse effect on the ability of the Purchaser to consummate the Share Purchase and the other transactions applicable to the Purchaser contemplated by this Agreement to occur at the Closing;
(b) Purchaser shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing; and
(c) the Company shall have received a certificate of an executive officer of Purchaser to the effect that the conditions set forth in subsections (a) and (b) of this Section 8.3 have been satisfied (the “Purchaser Certificate”).
Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Seller) at or prior to the Closing of the following conditions:
(a) The Purchaser shall have performed and complied in all material respects with the agreements and conditions required by this Agreement to have been performed or complied with by it prior to or at the Closing.
(b) The Seller shall have received a certificate dated as of the Closing Date from the Purchaser certifying that the condition specified in Section 6.3(a) has been fulfilled.
Additional Conditions to Obligations of the Seller. The obligation of the Seller to effect the RE Closing is further conditioned upon satisfaction (or waiver by the Seller) at or prior to the RE Closing of the conditions set forth in Section 7.03 of the Transaction Agreement in accordance with the terms of the Transaction Agreement.
