Common use of Conditions Precedent to Completion Clause in Contracts

Conditions Precedent to Completion. Conditions Precedent to Obligation of NRGF 7.01 The obligation of NRGF to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date, of the following conditions: (a) the representations and warranties of the Founders, HFR and MRREA set out in Article 5 shall be true and correct at and as of the Completion Date as if such representations and warranties were made at and as of the Completion Date; (b) the Founders shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Founders on or before the Completion Date; and (c) the Founders shall have delivered or caused to be delivered to NRGF or HFR and/or MRREA the documents and other items referred to in Section 8.02. 7.02 The obligation of NRGF to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date of a due diligence review of HFR and MRREA satisfactory to NRGF. 7.03 The conditions described in section 7.01 and 7.02 are conditions only to NRGF being required to complete the transactions contemplated by this Agreement and are not conditions to the existence of a binding agreement. If the conditions described in section 7.01 have not been satisfied or waived at or prior to the Completion Date, NRGF may elect not to complete. 7.04 All of the conditions precedent set out in section 7.01 and 7.02 are for the sole and exclusive benefit of NRGF and may be waived, in whole or in part, by notice in writing to the Founders. Subject to section 7.02, all such conditions precedent shall merge in the closing documents on Closing. Conditions Precedent to Obligation of the Founders 7.05 The obligation of the Founders, HFR and MRREA to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date of the following: (a) the representations and warranties of NRGF set out in Articles 6 shall be true and correct at and as of the Completion Date as if such representation and warranties were made at and as of the Completion Date; (b) NRGF having performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by NRGF on or before the Completion Date; (c) NRGF, as the case may be, shall have delivered or caused to be delivered to HFR and MRREA or the Founders the documents and other item referred to in Section 8.01; (d) there shall not be any action taken or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transaction contemplated hereby by and governmental entity in connection with the grant of a regulatory approval necessary, in the reasonable business judgement of NRGF, to the continuing operation of the current or future business of the combined enterprises, which imposes any condition or restriction upon NRGF or its proposed future business or operations which, in the reasonable business judgement of HFR and MRREA, would be materially burdensome in the context of the transactions contemplated by this Agreement; (e) NRGF shall not have received notice of or otherwise have knowledge of any pending inquiry, matter under investigation, formal order of investigation, or other possible enforcement action from the SEC or any provincial or state securities or other regulatory authority involving or possibly involving, whether or not actually threatened, any violation of any law administered by such agency or authority by either NRGF or any of its present or former affiliates or persons acting in concert with any of them; and (f) At, or immediately after, Closing the issued capital of NRGF (on a fully diluted basis), exclusive of shares to be issued hereunder, shall not exceed 4,989,367 common shares. 7.06 The obligations of HFR, MRREA and the Founders to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date, of a due diligence review of NRGF satisfactory to the Founders. The parties acknowledge that after Closing the current directors of HFR and MRREA will become the directors of NRGF, that current management of NRGF may not have actual knowledge of the matters represented by it in Article 7 hereof, and accordingly, all parties agree to assist the Founders in completing their due diligence hereunder. 7.07 The conditions described in section 7.05 and 7.06 are conditions only to the Founders being required to complete the transactions contemplated by this Agreement and are not conditions to the existence of a binding agreement. If such conditions have not been satisfied or waived at or prior to the Completion Date, the Founders may elect not to complete. 7.08 The conditions precedent set out in section 7.05 and 7.06 are for the sole and exclusive benefit of the Founders and may be waived, in whole or in part, by notice in writing to NRGF. Subject to section 5.02, all such conditions precedent shall merge in the closing documents on Closing. 7.09 The Founders covenant and agree as follows: (a) to vote in favour of all resolutions placed before shareholders of HFR and MRREA which are contemplated hereunder; and (b) to provide full access to the books, records and Property and other property of HFR and MRREA and to co-operate and provide assistance to NRGF in connection with all filings with and approvals required as a result of the transactions contemplated hereunder. 7.10 NRGF covenant and agree to maintain confidentiality with respect to the business and affairs of HFR and MRREA resulting from the review by NRGF of the books and records of HFR and MRREA.

Conditions Precedent to Completion. Conditions Precedent to Obligation of NRGFthe Purchaser --------------------------------------------------- 7.01 5.01 The obligation of NRGF the Purchaser to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date, Closing of the following conditions: (a) the representations and warranties of the Founders, HFR Vendors and MRREA the Company set out in Article 5 3 shall be true and correct at and as of the Completion Date Closing as if such representations and warranties were made at and as of the Completion DateClosing; (b) the Founders Vendors shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Founders Vendors on or before the Completion DateClosing; and (c) the Founders shall have delivered or caused to be delivered to NRGF or HFR and/or MRREA the documents and other items referred to in Section 8.02. 7.02 The obligation of NRGF to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date of a due diligence review of HFR and MRREA satisfactory to NRGF. 7.03 5.02 The conditions described in section 7.01 and 7.02 5.01 are conditions only to NRGF the Purchaser being required to complete the transactions contemplated by this Agreement and are not conditions to the existence of a binding agreement. If the conditions described in section 7.01 5.01 have not been satisfied or waived at or prior to the Completion DateClosing, NRGF the Purchaser may elect not to complete. 7.04 5.03 All of the conditions precedent set out in section 7.01 and 7.02 5.01 are for the sole and exclusive benefit of NRGF the Purchaser and may be waived, in whole or in part, by notice in writing to the FoundersVendors. Subject to section 7.02, all such conditions precedent shall merge in the closing documents on Closing. Conditions Precedent to Obligation of the FoundersVendors ------------------------------------------------- 7.05 5.04 The obligation of the Founders, HFR and MRREA Vendors to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date Closing of the following: (a) the representations and warranties of NRGF set out in Articles 6 shall be true and correct at and as of the Completion Date as if such representation and warranties were made at and as of the Completion Date; (b) NRGF Purchaser having performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by NRGF the Purchaser on or before the Completion Date; (c) NRGF, as the case may be, shall have delivered or caused to be delivered to HFR and MRREA or the Founders the documents and other item referred to in Section 8.01; (d) there shall not be any action taken or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transaction contemplated hereby by and governmental entity in connection with the grant of a regulatory approval necessary, in the reasonable business judgement of NRGF, to the continuing operation of the current or future business of the combined enterprises, which imposes any condition or restriction upon NRGF or its proposed future business or operations which, in the reasonable business judgement of HFR and MRREA, would be materially burdensome in the context of the transactions contemplated by this Agreement; (e) NRGF shall not have received notice of or otherwise have knowledge of any pending inquiry, matter under investigation, formal order of investigation, or other possible enforcement action from the SEC or any provincial or state securities or other regulatory authority involving or possibly involving, whether or not actually threatened, any violation of any law administered by such agency or authority by either NRGF or any of its present or former affiliates or persons acting in concert with any of them; and (f) At, or immediately after, Closing the issued capital of NRGF (on a fully diluted basis), exclusive of shares to be issued hereunder, shall not exceed 4,989,367 common sharesClosing. 7.06 The obligations of HFR, MRREA and the Founders to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date, of a due diligence review of NRGF satisfactory to the Founders. The parties acknowledge that after Closing the current directors of HFR and MRREA will become the directors of NRGF, that current management of NRGF may not have actual knowledge of the matters represented by it in Article 7 hereof, and accordingly, all parties agree to assist the Founders in completing their due diligence hereunder. 7.07 5.05 The conditions described in section 7.05 and 7.06 5.04 are conditions only to the Founders Vendors being required to complete the transactions contemplated by this Agreement and are not conditions to the existence of a binding agreement. If such conditions have not been satisfied or waived at or prior to the Completion DateClosing, the Founders Vendors may elect not to complete. 7.08 5.06 The conditions precedent set out in section 7.05 and 7.06 5.04 are for the sole and exclusive benefit of the Founders Vendors and may be waived, in whole or in part, by notice in writing to NRGFthe Purchaser. Subject to section 5.027.02, all such conditions precedent shall merge in the closing documents on Closing. 7.09 5.07 The Founders Vendors covenant and agree as follows: (a) to vote in favour of all resolutions placed before shareholders of HFR and MRREA the Company which are contemplated hereunder; and; (b) to provide full access to the books, records and Property and other property of HFR and MRREA the Company and to co-operate cooperate and provide assistance to NRGF the Purchaser in connection with all filings with and approvals required as a result of the transactions contemplated hereunder; and (c) not to do or cause to be done anything outside the ordinary course of business of the Company and to not purchase any assets or properties which collectively exceed a value of $10,000. 7.10 NRGF covenant 5.08 The Purchaser covenants and agree agrees to maintain confidentiality with respect to the business and affairs of HFR and MRREA the Company resulting from the review by NRGF the Purchaser of the books and records of HFR and MRREAthe Company.