Canadian Assets. (i) Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, (x) in no event shall any Lien created under any Loan Document on the property or assets of the Canadian Borrower or any Canadian Guarantor be deemed to secure any Obligations other than the Canadian Borrower Obligations or the Obligations of such Canadian Guarantor and (y) in no event shall any Lien created under any Loan Document on the property or assets of PRA or any Domestic Subsidiary be deemed to secure the Canadian Borrower Obligations or the guaranty by PRA or any Domestic Subsidiary of the Canadian Borrower Obligations.
(ii) It is understood and agreed that if the value of the property and/or assets located in Quebec (or in respect of which the creation or perfection of a security interest would otherwise be governed by the laws of Quebec) of the Canadian Borrower and the Canadian Guarantors (excluding, for the avoidance of doubt, any accounts receivable or other similar claims that are owed or payable to the Canadian Borrower or any Canadian Guarantor by debtors located or who carry on business in Quebec, so long as the Canadian Borrower or such Canadian Guarantor is not organized under the laws of Quebec and does not have its registered or chief executive office in Quebec) exceeds $250,000 in the aggregate at any time, the Canadian Borrower and the Canadian Guarantors shall take such steps as are deemed necessary by the Canadian Administrative Agent in its reasonable discretion to ensure that such property and/or assets are subject at all times to first priority, perfected Liens in favor of the Canadian Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations.
Canadian Assets. MergerCo has formed a wholly-owned subsidiary in Canada (the “Canadian Sub”). At the Closing, Buyer shall cause the Canadian Sub to acquire and assume, and Parent shall cause the transfer and assignment of, all the assets and related liabilities of the Business in Canada (the “Canadian Assets”), free and clear of all Encumbrances (other than Permitted Encumbrances). The material Canadian Assets are set forth on Schedule 5.14 hereto and shall be assigned and assumed pursuant to the Xxxx of Sale and Assignment and Assumption Agreement attached as Exhibits F-1 and F-2 hereto. Solely for purposes of Article I, Article II, Article III and Article IX, the Canadian Assets shall be treated as assets and liabilities of the Company.
Canadian Assets. Yamana is the sole registered and beneficial owner of, and has good and marketable title to, all Canadian Assets, free and clear of all Liens other than Permitted Liens.
Canadian Assets. Neither the Company nor any of its affiliates carries on a business in Canada that has (i) a place of business in Canada, (ii) an individual or individuals in Canada who are employed or self-employed in connection with such business, or (iii) assets in Canada used in carrying on such business (without regard to any mortgage loans made by the Company secured by real property located in Canada). Neither the Company nor any of its affiliates carries on a business undertaking in Canada to which employees employed in connection with such undertaking ordinarily report to work.
Canadian Assets. None of the Grantors (other than Talbots (Canada) Corporation and solely with respect to one (1) demand deposit account located at HSBC Canada, maintained by TALBOTS (CANADA), INC.), none of the Grantors own, maintain, or are otherwise in possession of any assets located in Canada as of the Restatement Effective Date.
Canadian Assets. To the extent permitted by law and not in violation of existing contracts and subject to existing Liens, execute and deliver to the Agent, as soon as reasonably practicable, such agreements, documents and instruments necessary in order to create and perfect its Liens and security interests in the assets of the Borrower and its Subsidiaries located in Canada.
Canadian Assets. The parties acknowledge and agree that the filings necessary to perfect the first priority security interests granted to the Purchasers pursuant to the Security Agreement in the Company’s rights to the mining properties known as the “Elliot Lake South Project”, the “Longlac Project” and the “Monmouth Project”, all located in Ontario Canada and further described on the Mineral Lease Agreements attached to the Company’s filing on Form 8-K with the Commission on October 3, 2007 as Exhibits 10.2, 10.3 and 10.4 respectively, and described on Schedule A to the Security Agreement shall not be made on the Closing Date (such required filings, the “Canadian Security Interest Filings”). The Company hereby agrees to use its best efforts (including, without limitation, the payment of all fees and expenses in connection therewith, and full cooperation with local counsel to the Purchasers) to deliver evidence of Canadian Security Interest Filings as soon as practicable following the Closing Date. Failure to deliver the Purchasers evidence of the perfection of the Canadian Security Interest Filings for any reason on or before the 45th calendar day following the Closing Date shall constitute an event of default under the Debentures. In addition, the Purchasers shall be entitled to withhold an aggregate of $250,000 of their Subscription Amount hereunder to ensure the timely preparation and filing of all Canadian Security Interest Filings, and shall not be required to pay such amounts (net of any unpaid fees and expenses in connection with the Canadian Security Interest Filings) to the Company unless they have received evidence of the perfection of the Canadian Security Interest Filings on or before the 45th calendar day following the Closing Date. Further, notwithstanding anything to the contrary contained in the Debentures or any Transaction Document, the Company and its Subsidiaries shall be prohibited from incurring indebtedness of any nature (including under clauses (b) and (c) of the definition of Permitted Indebtedness under the Debentures) unless and until evidence of the Canadian Security Interest Filings have been delivered to the Purchasers.
Canadian Assets. To the knowledge of Sellers, neither the aggregate value of the assets of SR Canada located in Canada nor the gross revenues from sales in or from Canada generated from those assets exceeds Cdn. $50 million, determined in accordance with Section 110 of the Competition Act (Canada) and the regulations thereunder.
Canadian Assets. Excluding the Leased Real Property and any leases of personal property, Sibson Canada has title to the Canadian Assets free and clear of any Encumbrances other than the Permitted Liens. The Canadian Assets include all assets necessary for the conduct of the Canadian Business as currently conducted and proposed to be conducted. Schedule 4.8 contains an accurate list by general category of all tangible Canadian Assets where the value of an individual item exceeds $25,000 or where an aggregate of similar items exceeds $50,000 except for tangible Assets that have been fully depreciated for tax purposes. All tangible assets and properties which are part of the Canadian Assets and are material to the operation of the Business are in good operating condition and repair (normal wear and tear excepted) and are usable in the ordinary course of business.
Canadian Assets. The "Canadian Assets" shall mean, except for those assets that are listed on Section 1.5 of the Disclosure Schedule, all right, title and interest of the Seller Entities in and to all of the assets, properties and rights, whether tangible or intangible, whether real, personal or mixed, whether fixed, contingent or otherwise, and wherever located, which are primarily used by the Canadian Business. The "Seller Entities" shall mean, as applicable, one or more of Seller and its direct or indirect wholly owned subsidiaries, including ACE but excluding the Company.
