AuRico Conditions Clause Samples

AuRico Conditions. The obligation of AuRico to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below: (a) the representations and warranties made by Northgate in this Agreement that (i) are qualified by materiality or the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the Effective Date as if made on and as of such date, and (ii) all other representations and warranties made by Northgate in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date; (b) from the date of this Agreement to the Effective Date, there shall not have occurred, and Northgate or any of the Northgate Subsidiaries shall not have incurred or suffered, any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect on Northgate; (c) Northgate shall have complied in all material respects with its covenants herein, except where the failure to comply in all material respects with its covenants, individually or in the aggregate, would not result or would not reasonably be expected to result in a Material Adverse Change in respect of Northgate or would not, or would not reasonably be expected to, materially impede completion of the Arrangement, and Northgate shall have provided to AuRico a certificate of two officers thereof, certifying compliance with such covenants on the Effective Date; (d) Northgate Shareholders holding no more than 5% of the outstanding Northgate Shares having validly exercised Dissent Rights (and not withdrawn such exercise) and AuRico shall have received a certificate dated the day immediately preceding the Effective Date of two officers of Northgate to such effect; (e) the Northgate Locked-Up Shareholders shall have entered into the Northgate Voting Agreement, respectively, and the Northgate Locked-Up Shareholders shall not have breached, in any material respect, any of the representations, warranties and covenants thereof; and (f) no Flip-In Event or Separation Time (as such terms are defined in the Northgate Rights Plan) shall have occurred. The foregoing conditions are for the benefit of AuRico and may be waived, in whole or in part, by AuRico in writing at any time. If any of such ...