Buyco Conditions. The obligation of Buyco to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:
(a) Buyco shall have completed, to its sole satisfaction, its due diligence investigation of Pubco and Subco-RI;
Buyco Conditions. The obligations of Buyco to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:
a) Issuer shall not have incurred any further liabilities or made any payments thereon, other than liabilities and payments in connection with the transactions contemplated herein in respect of regulatory maintenance and filing fees, transfer agent fees, accounting or auditing fees, legal fees and reasonable expenses;
b) Issuer shall not have issued any securities, other than as contemplated herein or otherwise agreed to by the Parties, without the prior written consent of Buyco;
c) all Parties shall have complied in all material respects with their covenants herein;
d) the directors of Pubco and Issuer and the Target Managers shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Pubco, Issuer, and Target to permit the consummation of the Arrangement and the other transactions contemplated hereby;
e) all necessary consents and approvals shall have been obtained to permit the consummation of the Arrangement;
f) Buyco shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of Pubco, Issuer, and Target have not revealed any adverse material fact regarding any of Pubco, Issuer, nor Target or the assets thereof;
g) there shall be no material actions, suits or proceedings, outstanding, pending or threatened against any of Pubco, Issuer, nor Target at law or in equity or before or by any federal, provincial, municipal or other Governmental Entity, government department, commission, bureau, agency or instrumentality;
h) the representations and warranties of Pubco, Issuer, and Target shall be true in all material respects at the Effective Time;
j) no material adverse change shall have occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of any of Pubco, Issuer, and Target from the date of entry into this Arrangement Agreement until the Effective Time; and
