AND TO Sample Clauses
AND TO. The Corporation
AND TO. Each of the Lenders
AND TO. The lenders from time to time parties to the Credit Agreement (the “Lenders”) Reference is made to the Third Amended and Restated Credit Agreement dated as of May 13, 2019, made among the undersigned, as borrower (the “Borrower”), HSBC Bank Canada, as administrative agent (in such capacity, the “Administrative Agent”), HSBC Bank Canada, Bank of Montreal and National Bank of Canada as issuing banks, and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The undersigned, the [Officer] of the Borrower, in that capacity and not personally, hereby certifies that, as of the date hereof: (i) a review of the consolidated financial statements of the Borrower for the [Fiscal Quarter] [Fiscal Year] ended [Specify last day of Fiscal Quarter/Fiscal Year], and of the activities of the Credit Parties during such [Fiscal Quarter] [Fiscal Year] has been made under the supervision of the undersigned with a view to determining whether the Credit Parties have fulfilled their obligations under the Credit Agreement and the other Loan Documents, (ii) all representations and warranties made in the Credit Agreement continue to be true and correct in all material respects as if made on the date hereof1, except where such representation or warranty refers to a different date, (iii) no Default or Event of Default has occurred2, and (iv) as at the end of the [Fiscal Quarter] [Fiscal Year] ended [Specify last day of Fiscal Quarter/Fiscal Year], the Borrower was in compliance with each of covenants set forth in Section 5.1(11) of the Credit Agreement.3 The Borrower’s compliance with each of such covenants as at the end of such [Fiscal Quarter] [Fiscal Year] is demonstrated by the figures set out on the financial covenant compliance worksheet attached hereto as Schedule A. Attached hereto as Schedule B is the management discussion and analysis required by Section 5.1(1)(d) of the Credit Agreement. Attached hereto as Schedule C is a list of the Material Subsidiaries as of the last day of the most recently completed Fiscal Quarter. Name: Title: [Officer] If this is not the case, specify the nature of any change. Or, if there is an outstanding Default or Event of Default, specify the nature and status thereof and the Borrower’s proposed response ther...
AND TO submit the same for the consideration of the Authority, and the Bidder proposes to submit to the Authority a Bid (hereafter called “the Bid”) in accordance with such invitation, the Bond shall provide security to the Authority that the Bidder will honour certain obligations to be undertaken by him in the Tender in accordance with the following conditions.
AND TO. Odyssey Trust Company
AND TO. The Lenders Reference is made to the credit agreement dated as of August 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) made between, among others, Tahoe Resources Inc., as Borrower, The Bank of Nova Scotia, as Administrative Agent, and the Lenders now or hereafter parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The undersigned, the [Chief Financial Officer] of the Borrower, in that capacity and not personally, hereby certifies that, as of the date hereof, (a) no Default exists and is continuing4 and all representations and warranties made in the Credit Agreement continue to be true and correct as if made on the date hereof5, except (i) to the extent that any change to the representations and warranties has been disclosed to the Administrative Agent and accepted by the Required Lenders or (ii) where such representation or warranty refers to a different date, and (b) as at the end of the Fiscal Quarter ended [LAST DAY OF FISCAL QUARTER], the Borrower was in compliance with each of the financial tests set forth in Article 5 of the Credit Agreement6. The Borrower’s compliance with each of such financial covenants as at the end of such Fiscal Quarter is demonstrated by the figures set out on the financial covenant compliance worksheet attached hereto as Schedule A. Name: Title: [Chief Financial Officer], [BORROWER] ____________________________________ 4 Or, if there is an outstanding Default or Event of Default, specify the nature and status thereof and the Borrower’s proposed response thereto. 5 If this is not the case, specify the nature of any change. 6 Or, if there is non-compliance, specify same. Tahoe Resources Inc. – Credit Agreement Exhibit B – Page 1 SCHEDULE A TO COMPLIANCE CERTIFICATE FINANCIAL COVENANT COMPLIANCE WORKSHEET7 RE: Rolling Period ended [MONTH] [DAY], [YEAR].
AND TO the Employee having satisfied the Employer’s accrued leave management policy; the Employee having not more than in excess of10 weeks accrued Annual Leave, Long Service Leave and/or days in lieu balance at the time the Employee requests access to purchased leave; the Employee not qualifying for a period of Long Service Leave during the financial year for which the purchased leave is requested; and the Employee having nominated when the purchased leave will be taken as part of clause 6.3 – Rostering of Leave process, which can only be altered by approval of the Employer. The Employer reserves the right to withdraw from the purchased leave arrangement where the Employee: is internally transferred or promoted; or
AND TO. ODYSSEY TRUST COMPANY Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.
AND TO. The shareholders thereof The undersigned hereby resigns as a [director and/or officer] of the Corporations, such resignation to be effective as of the date hereof. For good and valuable consideration (the receipt and sufficiency of which is acknowledged), the undersigned irrevocably and unconditionally remises, releases and forever discharges each of the Corporations, their respective predecessors, subsidiaries, affiliates, officers, directors, shareholders, representatives, agents, successors and assigns (the “Released Persons”), from any and all actions, causes of action, suits, debts, accounts, covenants, contracts, damages, demands and all other claims whatsoever, whether contingent or otherwise, which the undersigned, as a director, officer, employee, shareholder or creditor of the Released Persons, or otherwise, ever had, now has or hereafter can, shall or may have, now or at any time in the future, for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the date hereof and, including, without limiting the generality of the foregoing, for or by reason of or in any way arising out of any claim for indebtedness of the Released Persons to the undersigned, of every nature and kind. Notwithstanding the foregoing, this Release shall not extend to or include the covenants, obligations, representations or warranties of the parties made in, under or pursuant to the share purchase agreement entered into on February 2, 2021 among Argo Innovation Labs Inc., XXX.XXX Holding Inc., XXX.XXX Enterprise Inc. and the Corporations (the “Purchase Agreement”). This release shall enure to the benefit of each Released Person’s respective heirs, executors, administrators, legal and/or personal representatives, successors and assigns, as applicable, and shall be binding upon the successors and assigns of the undersigned. The capitalized words and expressions used in this release, unless otherwise defined herein, shall have the meaning ascribed to them in the Purchase Agreement. This resignation and release shall be governed by and construed in accordance with the Laws of the Province of Québec and the Laws of Canada applicable therein (excluding any conflict of laws rule or principle, foreign or domestic, which might refer such interpretation to the laws of another jurisdiction). A facsimile, PDF or other electronic transmission of this resignation and release bearing a signature on behalf of the undersigned shall be legal, valid ...