Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the Membership Interest Purchase is further conditioned upon satisfaction (or waiver by the Seller) at or prior to the Closing of each of the following: (a) (i) The representations and warranties of the OpCo Buyer contained in Section 4.01 and Section 4.04 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the OpCo Buyer contained in Article IV (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the OpCo Buyer’s ability to consummate the Membership Interests Purchase. (b) (i) The representations and warranties of the PropCo Buyer contained in Section 5.01 and Section 5.03 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the PropCo Buyer contained in Article V (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the PropCo Buyer’s ability to consummate the Real Estate Purchase. (c) Each and all of the agreements and covenants of the OpCo Buyer to be performed and complied with pursuant to this Agreement on or prior to the Closing have been duly performed and complied with in all material respects. (d) Each and all of the agreements and covenants of the PropCo Buyer to be performed and complied with pursuant to this Agreement on or prior to the Closing have been duly performed and complied with in all material respects. (e) The OpCo Buyer shall have delivered to the Seller and the Company a joinder to the Company Operating Agreement, duly executed by the OpCo Buyer and a counterpart signature page to the Assignment Agreement and Escrow Agreement, each duly executed by the OpCo Buyer. (f) The Seller shall have received a certificate, dated the Closing Date and signed by the chief executive officer or chief financial officer of the OpCo Buyer on behalf of the OpCo Buyer, confirming that each of the conditions set forth in Section 7.03(a) and Section 7.03(c) have been satisfied. (g) The Seller shall have received a certificate, dated the Closing Date and signed by the chief executive officer or chief financial officer of the PropCo Buyer on behalf of the PropCo Buyer, confirming that each of the conditions set forth in Section 7.03(b) and Section 7.03(d) have been satisfied.
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Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the Membership Interest Purchase is further conditioned upon satisfaction (or waiver by the Seller) at or prior to the Closing of each of the following:
(a) (i) The representations and warranties of the OpCo Buyer contained in Section 4.01 and Section 4.04 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the OpCo Buyer contained in Article IV (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the OpCo Buyer’s ability to consummate the Membership Interests Purchase.
(b) (i) The representations and warranties of the PropCo Buyer contained in Section 5.01 and Section 5.03 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the PropCo Buyer contained in Article V (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the PropCo Buyer’s ability to consummate the Real Estate Purchase.
(c) Each and all of the agreements and covenants of the OpCo Buyer to be performed and complied with pursuant to this Agreement on or prior to the Closing have been duly performed and complied with in all material respects.
(d) Each and all of the agreements and covenants of the PropCo Buyer to be performed and complied with pursuant to this Agreement on or prior to the Closing have been duly performed and complied with in all material respects.
(e) The OpCo Buyer shall have delivered to the Seller and the Company a joinder to the Company Operating Agreement, duly executed by the OpCo Buyer and a counterpart signature page to the Assignment Agreement and Escrow Agreement, each duly executed by the OpCo Buyer.
(f) The Seller shall have received a certificate, dated the Closing Date and signed by the chief executive officer or chief financial officer of the OpCo Buyer on behalf of the OpCo Buyer, confirming that each of the conditions set forth in Section 7.03(a) and Section 7.03(c) have been satisfied.
(g) The Seller shall have received a certificate, dated the Closing Date and signed by the chief executive officer or chief financial officer of the PropCo Buyer on behalf of the PropCo Buyer, confirming that each of the conditions set forth in Section 7.03(b) and Section 7.03(d) have been satisfied.
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Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the JCC Membership Interest Interests Purchase is further conditioned upon satisfaction (or waiver by the Seller) at or prior to the Closing of each of the following:
(a) (i) The Each of the representations and warranties of the OpCo Buyer contained in Section 4.01 and Section 4.04 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) each of the representations and warranties of the OpCo Buyer contained in Article IV (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the OpCo Buyer’s ability to consummate the JCC Membership Interests Purchase.
(b) (i) The Each of the representations and warranties of the PropCo Buyer contained in Section 5.01 and Section 5.03 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the PropCo Buyer contained in Article V (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the PropCo Buyer’s ability to consummate the Real Estate Transfer Sub Membership Interest Purchase.
(c) Each and all of the agreements and covenants of the OpCo Buyer to be performed and complied with pursuant to this Agreement on or prior to the Closing have been duly performed and complied with in all material respects.
(d) Each and all of the agreements and covenants of the PropCo Buyer to be performed and complied with pursuant to this Agreement on or prior to the Closing have been duly performed and complied with in all material respects.
(e) The OpCo Buyer shall have delivered to the Seller and the Company a joinder to the Company Operating Agreement, duly executed by the OpCo Buyer and a Company’s counterpart signature page pages to the Assignment Agreements, the Transition Services Agreement and Escrow Agreement, each duly executed by the OpCo Buyer.
(f) The Seller shall have received a certificate, dated the Closing Date and signed by the chief executive officer or chief financial officer of the OpCo Buyer on behalf of the OpCo Buyer, confirming that each of the conditions set forth in Section 7.03(a) and Section 7.03(c) have been satisfied.
(g) The Seller shall have received a certificate, dated the Closing Date and signed by the chief executive officer or chief financial officer of the PropCo Buyer on behalf of the PropCo Buyer, confirming that each of the conditions set forth in Section 7.03(b) and Section 7.03(d) have been satisfied.
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Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the Membership Interest Purchase transactions contemplated by this Agreement is further conditioned upon satisfaction (or waiver by the Seller) at or prior subject to the fulfillment, on the Closing Date, of each of the following:following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion):
(a) (i) The the representations and warranties of the OpCo Buyer Purchaser contained in Section 4.01 and Section 4.04 this Agreement shall be true and correct in all material respects on and as of the Closing Date (except those to the extent such representations and warranties that address matters only shall have been expressly made as of a specified an earlier date, in which case such representations and warranties shall be 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 as of that specified date) and (ii) the representations and warranties of the OpCo Buyer contained in Article IV (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding with all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the OpCo Buyer’s ability to consummate the Membership Interests Purchase.
(b) (i) The representations and warranties of the PropCo Buyer contained in Section 5.01 and Section 5.03 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the PropCo Buyer contained in Article V (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the PropCo Buyer’s ability to consummate the Real Estate Purchase.
(c) Each and all of the agreements and covenants of the OpCo Buyer required by this Agreement to be performed and or complied with pursuant to this Agreement by Purchaser on or prior to the Closing Date, including, without limiting the generality of the foregoing, Purchaser shall have been duly performed and complied with delivered, or caused to be delivered, to Seller at the Closing all the documents set forth in all material respects.Section 2.3(c);
(dc) Each and all of the agreements and covenants of the PropCo Buyer to be performed and complied with pursuant to this Agreement on or prior to the Closing have been duly performed and complied with in all material respects.
(e) The OpCo Buyer shall have delivered to the Seller and the Company a joinder to the Company Operating Agreement, duly executed by the OpCo Buyer and a counterpart signature page to the Assignment Agreement and Escrow Agreement, each duly executed by the OpCo Buyer.
(f) The Seller shall have received a certificate, dated the Closing Date and signed by the chief certificate of an executive officer of Purchaser or chief financial officer of the OpCo Buyer on behalf of the OpCo Buyer, confirming Hydro-Québec that each of the conditions set forth in Section 7.03(asubsections (a) and (b) of this Section 7.03(c6.3 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) The Seller Hydro-Québec shall have received a certificatepaid BCFPI for all electricity purchased by Hydro-Québec from BCFPI's Gatineau Mill since March 1, dated 2009;
(h) Seller and Alcoa Canada shall have reached an agreement, in writing, as regards to the Closing Date terms and signed conditions (including security ranking) upon which the ULC DIP Loans (as such term is defined in Section 2.5.3 of the Implementation Agreement) may be made to ACI or Seller, and such terms and conditions shall have been approved by the chief executive officer or chief financial officer Court;
(i) Seller and the Partnership shall have entered into an agreement on terms and conditions satisfactory to Seller, Purchaser and Alcoa Canada, acting reasonably, for the provision of transformation and transmission services by the Partnership to Seller to transform and deliver the electricity delivered by Hydro-Québec to the benefit of Seller at the "Hauterive" delivery point pursuant to the Contrat de fourniture d'électricité dated December 9, 1996 between Hydro-Québec and Seller (as successor in interest to Xxxxxxx QUNO Inc.) to the Baie-Xxxxxx paper plant of Seller, including any extension thereof. Such agreement shall, inter alia, provide that the transformation and transmission services shall be provided to Seller without any fee payable by Seller, unless the Partnership becomes legally required to charge fees to Seller for such services, in which case the Partnership shall charge the lowest fees which it is legally required to charge Seller under applicable laws;
(j) closing of the PropCo Buyer sale to Hydro-Québec TransÉnergie, on behalf an "as is, where is" basis, of the PropCo BuyerSeller's rights, confirming that each titles and interests in (i) the six 69 kV transmission lines of the Seller in or near Baie-Xxxxxx, Province of Québec, as such are commonly known as lines L1, L2, L3, L4, L9 and L17 (L17-1 & L17-2), and (ii) the servitudes and leases relating to the lands on which those lines are erected, the whole in consideration of the payment by Hydro-Québec TransÉnergie to the Seller of an amount of $1 and the assumption by Hydro-Québec TransÉnergie of all Liabilities in connection with such property; and
(k) the conditions set forth in Section 7.03(bparagraphs (h), (i), (s), (t) and (u) of Section 7.03(d) 6.2 shall have been satisfiedfulfilled, and written evidence of the fulfillment of such conditions shall have been delivered to Seller .
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