Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:
Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the Transaction is subject and conditional to the satisfaction of the following conditions on or before the Closing Date:
(a) all the representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects on the Closing Date;
(b) all the covenants of the Vendor under this Agreement to be performed on or before the Closing Date shall have been duly performed by the Vendor in all material respects;
(c) the Vendor shall have complied with all the terms contained in this Agreement applicable to the Vendor prior to the Closing Date in all material respects, including the Vendor deliverables in section 6.3;
(d) there shall be no Claim, litigation or proceedings pending or threatened or order issued by a Governmental Authority against either of the Parties, or involving any of the Real Property, for the purpose of enjoining, preventing or restraining the completion of the Transaction or otherwise claiming that such completion is improper; and
(e) the Court shall have issued the Approval and Vesting Order and the CCAA Assignment Order and the operation and effect of such orders shall not have been stayed, amended, modified, reversed, dismissed or appealed (or such appeal shall have been dismissed with no further appeal therefrom or the applicable appeal periods shall have expired).
Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:
(a) The representations and warranties of the Seller contained in this Agreement and in any Acquisition Agreement to which it is a party shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Seller shall have executed and delivered a certificate to that effect.
(b) The Seller shall have fulfilled, performed or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate to that effect.
(c) All required Consents and Authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably.
(d) The CSE shall have approved (or conditionally approved) for listing and posting for trading the common shares issuable upon exercise of the Convertible Note, subject only to satisfaction by the Seller of customary post-closing conditions imposed by the CSE in similar circumstances.
(e) The transactions contemplated by this Agreement shall not constitute a “fundamental change” within the meaning of the policies of the CSE and shall not otherwise require the approval of any of the Purchaser’s security holders.
(f) Since the date of this Agreement, there shall not have occurred a Material Adverse Change in respect of the Corporation.
(g) No action or proceeding shall be pending or threatened by any Person (other than the Seller, the Purchaser, the Corporation or any of their respective affiliates) in any jurisdiction, to enjoin, restrict or prohibit (i) any of the transactions contemplated by this Agreement, (ii) the right of the Purchaser to acquire or own the Purchased Shares, or (iii) the right of the Corporation to operate the Business after Closing on substantially the same basis as currently operated.
(h) The Seller shall have delivered or caused to be delivered to the Purchaser the following:
(i) share certificates representing the Purchased Shares in transferable form and accompanied by all instruments duly executed and delive...
Conditions in Favour of the Purchaser. The Purchaser’s obligation to close the transaction contemplated by this Offer is conditional upon the occurrence or satisfaction of the following events, conditions and requirements, in each case in a manner satisfactory to the Purchaser and its legal counsel;
9.1 All of the representations and warranties of the Vendor in this Offer shall be true and correct as at the time of Closing with the same force and effect as if such representations and warranties had been made on and as of such date and the Vendor shall have performed all of its obligations and covenants as set out in this Offer in the manner required by this Offer.
9.2 The Vendor shall have executed and delivered all such other deeds, documents and other instruments as it is required to deliver pursuant to this Offer. The conditions in this Section 9 are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at or prior to Closing by notice in writing to the Vendor.
Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions herein contemplated at the Closing is subject to the following conditions:
Conditions in Favour of the Purchaser. The consummation of the Business Combination is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to the Effective Time:
Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the Transaction is subject to and conditional upon the satisfaction of the following conditions on or before the Closing Date:
(1) all the representations and warranties of the Proposal Trustee contained in this Agreement shall be true and correct in all material respects on the Closing Date;
(2) all the covenants of the Proposal Trustee under this Agreement to be performed on or before the Closing Date shall have been duly performed by the Proposal Trustee;
(3) the Proposal Trustee shall have complied with all the terms contained in this Agreement applicable to the Proposal Trustee prior to the Closing Date;
(4) there shall be no Claim, litigation or proceedings commenced after the date of the Sale Process Order, or order issued by a Governmental Authority after the date of the Sale Process Order, against either of the Parties for the purpose of enjoining, preventing or restraining the completion of the Transaction or otherwise claiming that such completion is improper; and
(5) the Court shall have issued the Approval and Vesting Order.
Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser, in its sole discretion:
(a) The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date;
(b) The Seller shall have fulfilled, performed or complied with in all material respects all covenants contained in this Agreement to be fulfilled, performed or complied with by it at or prior to Closing;
(c) No motion, action or proceedings shall be pending by or before a Governmental Authority to restrain or prohibit the completion of the transaction contemplated by this Agreement; and
(d) The Seller shall have:
(i) either: (A) delivered or caused to be delivered to the Purchaser (or, as the Purchaser may otherwise direct), certificates representing the Purchased Debt registered in the name of Jayvee & Co. in its capacity as custodian for the Funds, accompanied by a duly executed form of transfer acceptable to the Trustee, or (B) otherwise caused the transfer of the Purchased Debt from the Seller to the Purchaser to be properly evidenced and registered on the books of the Trustee; and
(ii) delivered or caused to be delivered to the Purchaser (or, as the Purchaser may otherwise direct) any other related documentation as the Trustee may reasonably prescribe or require.
Conditions in Favour of the Purchaser. The obligations of the Purchaser to purchase the Purchased Shares and the Notes as contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any or all of which the Purchaser may waive:
Conditions in Favour of the Purchaser. The obligations of the Purchaser under this Agreement are subject to the fulfillment of the following conditions precedent: Each of the representations and warranties of the Vendor set forth in Section 16 shall be true and correct as if restated on and as of the Closing Date; the covenants and obligations contained in this Agreement to be complied with by the Vendor on or before the Closing Time shall have been complied with and not been breached in any material respect; and the Vendor has caused to be delivered to the Purchaser, all as reasonably requested and prepared by the Purchaser all Books and Records, deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation or action which in the opinion of the Purchaser are necessary or reasonably required to transfer the Purchased Assets to the Purchaser with good and marketable title, free and clear of all Encumbrances, in each case duly executed by the Vendor and in form and substance satisfactory to the Purchaser, acting reasonably. The Purchaser may, in its sole discretion, waive any of the foregoing conditions. Any waiver by the Purchaser must be in writing and delivered to the Vendor's Solicitors.
