Common use of Conditions in Favour of the Purchaser Clause in Contracts

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 Transaction is shall be subject and conditional to the satisfaction of the following conditions to be waived or satisfied on or before 5:00 p.m. EST on the Closing Datedate specified therefor: (a) all by the representations Due Diligence Date, the Purchaser shall have satisfied itself in its sole, subjective, absolute, and warranties unfettered discretion with the results of its due diligence investigations and inspections of the Vendor contained Purchased Assets, including the investigations and inspections contemplated in this Agreement shall be true Article IV, and correct all title and off-title matters (including, for greater certainty, its acceptance of the Permitted Encumbrances identified in all material respects on Schedule “B” hereto) (such condition, the Closing Date“Due Diligence Condition”); (b) on the Closing Date, all the covenants of the Vendor under terms, covenants and conditions of this Agreement to be performed on complied with or before the Closing Date shall have been duly performed by the Vendor shall have been complied with or performed at the times contemplated herein in all material respects; (c) all of the Vendor representations and warranties in Section 6.1 shall have complied with all the terms contained in this Agreement applicable to the Vendor prior to the Closing Date be true and accurate in all material respects, including in each case, at and as of the Vendor deliverables Closing Date, as if made as of the Closing Date (except to the extent such representations and warranties expressly and only relate to an earlier date, in section 6.3;which event such representations and warranties shall be true and accurate in all material respects, as applicable, on and as of such earlier date); and (d) there shall be no Claimon or before the Closing Date, 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 Vendor’s Closing Documents shall have been dismissed delivered as required by Section 7.2; The conditions set forth in this Section 5.1 are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser by the time specified for satisfaction or waiver of that condition in accordance with no further appeal therefrom or the applicable appeal periods shall have expired)Section 5.3 below.

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the Purchase Transaction is subject to and conditional to upon the satisfaction of the following conditions on or before the Closing Date: (a1) all the representations and warranties of the Vendor Receiver contained in this Purchase Agreement shall be true and correct in all material respects on the Closing Date; (b2) all the covenants of the Vendor Receiver under this Purchase Agreement to be performed on or before the Closing Date shall have been duly performed by the Vendor in all material respectsReceiver; (c3) the Vendor Receiver shall have complied with all the terms contained in this Purchase Agreement applicable to the Vendor Receiver prior to the Closing Date in all material respects, including the Vendor deliverables in section 6.3Date; (d4) there shall be no Claim, litigation or proceedings pending or threatened 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, or involving any of the Real Property, Parties for the purpose of enjoining, preventing or restraining the completion of the Purchase Transaction or otherwise claiming that such completion is improper; and (e5) 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)Order.