Common use of Conditions to Obligations of Xxxxxx Clause in Contracts

Conditions to Obligations of Xxxxxx. ‌ The obligations of Xxxxxx and Xxxxxx Subco to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) except as affected by the transactions contemplated herein, the representations and warranties of FTP contained in Section 4.2 hereof shall be true in all material respects on the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct, and Xxxxxx shall have received a certificate to such effect, dated the Closing Date, of a senior officer or director of FTP to the best of his knowledge having made reasonable inquiry; (b) FTP shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement to be fulfilled or complied with by it at or prior to the time of the Closing and Xxxxxx shall have received a certificate of a senior officer or director of FTP to such effect; (c) FTP shall have furnished Xxxxxx with: (i) certified copies of the special resolution of the shareholders of FTP authorizing and approving the Amalgamation; and (ii) a certificate of FTP setting forth the number and class of issued and outstanding FTP Shares and FTP securities immediately prior to the Amalgamation; (d) receipt of all regulatory or third party approvals, authorizations and consents as are required to be obtained by Xxxxxx or FTP in connection with the Amalgamation, including the approval of the TSX Venture, the CSE and any other applicable regulatory authorities; (e) no Material Adverse Change shall have occurred in the business, results of operations, assets, liabilities, prospects, financial condition or affairs of FTP since the date of this Agreement and Xxxxxx shall have received a certificate to that effect signed by the Chief Executive Officer and Chief Financial Officer of FTP and addressed to Xxxxxx; (f) each of the Principals contemporaneously with the execution of this Agreement, shall have entered into a voting support agreement with Xxxxxx (the “Target Support Agreement”) in form and substance as set out in the Letter of Intent and such agreement shall be in full force and effect on the Closing Date and no FTP Shareholder that is party to a Target Support Agreement shall be in material default or breach of any term thereof; (g) the shareholders of Xxxxxx shall have approved the Xxxxxx Meeting Matters; (h) the shareholders of FTP shall have approved the Amalgamation and this Agreement; (i) FTP shall have no outstanding securities other than 35,590,954 FTP Common Shares, and securities issued or issuable pursuant to a Permitted Issuance; (j) there being no legal proceeding or regulatory actions or proceedings against any Person to enjoin, restrict or prohibit the Amalgamation or which could reasonably be expected to result in a Material Adverse Effect on FTP; (k) there being no prohibition at law against the completion of the transactions contemplated hereby; and (l) Xxxxxx shall have received conditional approval for listing of the Resulting Issuer Common Shares on the CSE. The conditions described above are for the exclusive benefit of Xxxxxx and Xxxxxx Subco and may be asserted by Xxxxxx and Xxxxxx Subco, regardless of the circumstances, or may be waived by Xxxxxx and Xxxxxx Subco, in their sole discretion, in whole or in part, at any time and from time to time prior to the Amalgamation without prejudice to any other rights which Xxxxxx and Xxxxxx Subco may have hereunder or at law and notwithstanding the approval of this Agreement by the shareholders of Xxxxxx and/or FTP.

Conditions to Obligations of Xxxxxx. ‌ The obligations obligation of Xxxxxx and Xxxxxx Subco to consummate (or cause to be consummated) the transactions contemplated herein are to be consummated at the Closing is subject to the satisfaction, on satisfaction (or before the Closing Date, waiver by Xxxxxx) of the following conditions: (a) except as affected by Xxxxxx shall have obtained (or caused to be obtained) all of the transactions contemplated herein, Consents listed on Schedule 5.1(a) attached hereto; (b) the representations and warranties of FTP contained the Buyers set forth in Section 4.2 hereof Article III shall be true and correct at and as of the Closing Time as if made as of the Closing Time, except (i) for changes contemplated or permitted by this Agreement or consented to by Xxxxxx, (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to clause (iii) below), and (iii) for failures of the representations and warranties to be true and correct if, in the aggregate, such failures would not reasonably be expected to prevent, or materially impair or delay, the ability of either Buyer to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect”); (c) each of the Buyers shall have performed or complied with in all material respects on the Closing Date with the same effect as though such representations its agreements and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct, and Xxxxxx shall have received a certificate to such effect, dated the Closing Date, of a senior officer or director of FTP to the best of his knowledge having made reasonable inquiry; (b) FTP shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement required to be fulfilled performed or complied with by it at under this Agreement as of or prior to the time of the Closing and Xxxxxx shall have received a certificate of a senior officer or director of FTP to such effect; (c) FTP shall have furnished Xxxxxx with: (i) certified copies of the special resolution of the shareholders of FTP authorizing and approving the Amalgamation; and (ii) a certificate of FTP setting forth the number and class of issued and outstanding FTP Shares and FTP securities immediately prior to the AmalgamationClosing; (d) receipt of all regulatory or third party approvals, authorizations and consents as are required to be obtained by Xxxxxx or FTP in connection with the Amalgamation, including the approval each of the TSX Venture, Buyers shall have delivered to Xxxxxx a certificate to the CSE effect that each of the conditions specified in clauses (b) and any other applicable regulatory authorities(c) of this Section 5.2 is satisfied in all respects; (e) no Material Adverse Change judgment, order, decree, stipulation or injunction by any Governmental Entity shall have occurred be in the business, results effect which prevents consummation of operations, assets, liabilities, prospects, financial condition or affairs of FTP since the date of this Agreement and Xxxxxx shall have received a certificate to that effect signed by the Chief Executive Officer and Chief Financial Officer of FTP and addressed to Xxxxxx; (f) each any of the Principals contemporaneously with the execution of transactions contemplated by this Agreement, shall have entered into a voting support agreement with Xxxxxx (the “Target Support Agreement”) in form and substance as set out in the Letter of Intent and such agreement no action, suit or proceeding shall be in full force and effect on the Closing Date and no FTP Shareholder that is party to a Target Support Agreement shall be in material default pending by or breach of before any term thereof; (g) the shareholders of Xxxxxx shall have approved the Xxxxxx Meeting Matters; (h) the shareholders of FTP shall have approved the Amalgamation and this Agreement; (i) FTP shall have no outstanding securities other than 35,590,954 FTP Common Shares, and securities issued or issuable pursuant to a Permitted Issuance; (j) there being no legal proceeding or regulatory actions or proceedings against any Person to enjoin, restrict or prohibit the Amalgamation or Governmental Entity which could would reasonably be expected to result in a Material Adverse Effect on FTP; (k) there being no prohibition at law against the completion judgment, order, decree, stipulation or injunction that would cause any of the transactions contemplated hereby; andby this Agreement to be rescinded following consummation; (lf) Xxxxxx shall have received conditional approval for listing all of the Resulting Issuer Common Shares on the CSE. The conditions described above are for the exclusive benefit of Xxxxxx and Xxxxxx Subco and may items required to be asserted by Xxxxxx and Xxxxxx Subco, regardless of the circumstances, or may be waived by Xxxxxx and Xxxxxx Subco, in their sole discretion, in whole or in part, at any time and from time delivered to time prior it pursuant to the Amalgamation without prejudice to any other rights which Xxxxxx and Xxxxxx Subco may have hereunder or at law and notwithstanding the approval of this Agreement by the shareholders of Xxxxxx and/or FTPSection 1.3(b).

Conditions to Obligations of Xxxxxx. ‌ The obligations of Xxxxxx and Xxxxxx Subco to consummate the Merger and the other transactions contemplated herein are hereby shall be subject to the satisfaction, on or before the Closing Date, fulfillment of the following conditionsconditions unless waived by Xxxxxx: (a) The representations and warranties of EchoStar set forth in Article 3 herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as affected of a specified date, which need be true and correct only as of the specified date), except to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) could not reasonably be expected to result in a, and have not resulted in a continuing, Combined Companies Material Adverse Effect; provided, however, that any and all actions taken by EchoStar pursuant to Section 5.1(b) and the transactions contemplated herein, effects thereof on the representations and warranties of FTP contained EchoStar set forth in Section 4.2 hereof Article 3 shall be true ignored for purposes of this Section 6.2(a). (b) EchoStar shall have performed in all material respects on the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct, and Xxxxxx shall have received a certificate to such effect, dated the Closing Date, of a senior officer or director of FTP to the best of his knowledge having made reasonable inquiry; (b) FTP shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement obligations hereunder to be fulfilled or complied with performed by it at or prior to the time of the Closing and Xxxxxx shall have received a certificate of a senior officer or director of FTP to such effect;Merger Effective Time. (c) FTP EchoStar shall have furnished Xxxxxx with: (i) certified copies of the special resolution of the shareholders of FTP authorizing and approving the Amalgamation; and (ii) with a certificate of FTP setting forth dated the number and class of issued and outstanding FTP Shares and FTP securities immediately prior Closing Date signed on its behalf by its Chairman, President or any Vice President to the Amalgamation;effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (d) receipt of all regulatory or third party approvals, authorizations and consents as are required to be obtained by Xxxxxx or FTP in connection with the Amalgamation, including the approval EchoStar shall have taken one of the TSX Venture, actions contemplated by the CSE and any other applicable regulatory authorities;first sentence of Section 5.2(e) hereof or the Plan shall have been implemented as contemplated thereby. (e) no Material Adverse Change shall have occurred in the business, results of operations, assets, liabilities, prospects, financial condition or affairs of FTP since the date of this Agreement and Xxxxxx shall have received a certificate to that effect signed by the Chief Executive Officer and Chief Financial Officer of FTP and addressed to Xxxxxx; (f) each of the Principals contemporaneously with the execution of this Agreement, shall have entered into a voting support agreement with Xxxxxx (the “Target Support Agreement”) in form and substance as set out in the Letter of Intent and such agreement shall be in full force and effect on the Closing Date and no FTP Shareholder that is party to a Target Support Agreement shall be in material default or breach of any term thereof; (g) the shareholders of Xxxxxx shall have approved the Xxxxxx Meeting Matters; (h) the shareholders of FTP shall have approved the Amalgamation and this Agreement; (i) FTP shall have no outstanding securities other than 35,590,954 FTP Common Shares, and securities issued or issuable pursuant to a Permitted Issuance; (j) there being no legal proceeding or regulatory actions or proceedings against any Person to enjoin, restrict or prohibit the Amalgamation or which could reasonably be expected to result in a Material Adverse Effect on FTP; (k) there being no prohibition at law against the completion of the transactions contemplated hereby; and (l) Xxxxxx shall have received conditional approval for listing the Tax Opinion of Weil, Gotshal & Xxxxxx LLP, counsel to Xxxxxx, substantially in the form attached hereto as Exhibit C, on the basis of facts, representations and assumptions stated therein as of the Resulting Issuer Common Shares on Merger Effective Time, to the CSE. The conditions described above are for effect that the exclusive benefit Merger constitutes a reorganization within the meaning of Section 368(a) of the Code, it being understood that in rendering the Tax Opinion, such tax counsel shall be entitled to rely upon, among other things, representations of officers of EchoStar and Xxxxxx and Xxxxxx Subco and may be asserted by Xxxxxx and Xxxxxx Subco, regardless of the circumstancesEchoStar Controlling Stockholder substantially in the form of Exhibits D, or may be waived E and F attached hereto and assumptions deemed necessary by Xxxxxx and Xxxxxx Subco, in their sole discretion, in whole or in part, at any time and from time to time prior to the Amalgamation without prejudice to any other rights which Xxxxxx and Xxxxxx Subco may have hereunder or at law and notwithstanding the approval of this Agreement by the shareholders of Xxxxxx and/or FTPsuch tax counsel.

Conditions to Obligations of Xxxxxx. ‌ The obligations of Xxxxxx hereunder are conditioned upon the following: (a) All warranties and representations of Accel contained in this Agreement or in any Schedule or instrument delivered hereunder or otherwise made in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. (b) Accel shall have performed and complied in all material respects with all of the covenants and agreements required by or pursuant to this Agreement, and any Schedule or instrument delivered hereunder, to be performed or complied with by Accel on or prior to the Closing Date. (c) No suit, action, investigation or proceeding before or by any federal or state court or governmental or regulatory authority shall have been commenced, and no suit, action or proceeding by any governmental or regulatory authority shall have been threatened, against Accel or Xxxxxx Subco seeking to consummate restrain, prevent or modify the transactions contemplated hereby or seeking material damages in connection with any of such transactions and no order of any court or administrative agency to restrain, prohibit or nullify the consummation of the transactions contemplated herein are subject shall be outstanding as of the Closing Date. (d) All governmental authorities (including, without limitation, the Ohio Department of Insurance) having jurisdiction, to the satisfactionextent required by law, shall have consented to or approved the consummation of the transactions contemplated by this Agreement. (e) All documents delivered and action taken pursuant hereto shall be reasonably satisfactory in form and substance to Xxxxxx and its counsel. (f) The XXXX, Dublin and ANSC September 30, 1997 GAAP Financial Statements and the XXXX September 30, 1997 SAP Financial Statements shall have been delivered to Xxxxxx at least fifteen days prior to the Closing Date, and in no event later than November 30, 1997. (g) The Board of Directors of Accel, XXXX, Dublin and ANSC shall have approved the transactions contemplated by this Agreement and the stockholders of Accel shall have approved the sale of the Target Shares and ANIC assets contemplated by this Agreement and the Asset Purchase Agreement. (h) [Not Used]. (i) All of the independent agents of each of XXXX and ANSC shall have agreed to maintain their relationships with each applicable entity following the Closing Date unless notice has been given by Accel to Xxxxxx of any indication otherwise. Xxxxxx acknowledges that independent agencies are routinely added and terminated in the regular course of each of XXXX'x and ANSC's businesses. (j) Xxxxxx shall have been satisfied with the results of its due diligence review of Dublin and of the assets to be purchased from ANIC, and thatthe September 30, 1997 GAAP Financial Statements of each of XXXX, Dublin and ANSC shall indicate no material adverse change in the results of operations or financial condition of such companies taken as a whole from the June 30, 1997 unaudited financial statements previously provided to Xxxxxx. (k) Each of Accel, XXXX, Dublin and ANSC shall have made any and all filings required by applicable law or regulation to be made with any and all governmental authorities and state insurance departments in connection with the consummation of the transactions contemplated herein, including the notification required by the HSR Act and any requested or supplementary filings thereto in such manner and at such places as are specified in the HSR Act and the applicable rules and regulations thereunder, and any other notifications to, or filings with, regulatory authorities. (l) Accel and the Target Corporations shall have conveyed to Xxxxxx all the right, title and interest they each possess to use the servicemarks "Costguard" and "Loanguard" pursuant to two Assignments of Federal Xxxx Registration substantially in forms of Exhibit B hereto and have licensed to Xxxxxx the right to use the servicemarks ACCELERATION, the Inverted "V" Design, and ACCELERATION and the Inverted "V" Design heretofore used in connection with the businesses of each of the Target Corporations to Xxxxxx pursuant to a License Agreement, substantially in the form of Exhibit C hereto. (m) Accel shall have made a timely election under Section 338(h)(10) of the Code, if required to be made prior to Closing. (n) [Not Used] (o) The Target Corporations' Combined GAAP Equity shall be not less than Thirty One Million Six Hundred Thousand Dollars ($31,600,000) as of December 31, 1997 in accordance with the provisions of Section 4.11 hereof. (p) Any and all intercompany service agreements and tax-sharing agreements between any of Accel, XXXX, Dublin, and ANSC shall have been terminated. (q) The Lincoln National Treaty for insurance policies with effective dates of December 31, 1995 and prior, shall have been terminated. (r) The XXXX Articles of Incorporation and Code of Regulations shall have been amended to eliminate the provisions requiring director share ownership and Ohio residential requirements. (s) Accel shall have entered into a Systems Use Agreement with the Target Corporations pursuant to which the Target Corporations shall be entitled to utilize the IBM AS 400 system of Accel as the Target Corporations' mainframe computer and programming support, at commercially reasonable rates to be agreed upon by Xxxxxx and Accel. (t) The Light Pen system, including all relevant documentation, shall have been delivered to Xxxxxx or one of the Target Corporations, as directed by Xxxxxx. (u) The Lincoln National Reinsurance Agreement with XXXX dated January 1, 1996, reinsuring policies with effective dates of January 1, 1996 and thereafter, shall not have been terminated. (v) Accel shall have delivered to Xxxxxx the Normalized Line of Business Results Report for the nine months ended September 30, 1997, prepared on a basis consistent with the Normalized Line of Business Results Report previously delivered to Xxxxxx, which shall show no material adverse change from the results reported as of June 30, 1997. (w) Accel shall have caused XXXX to enter into a lease for the premises it currently leases on terms comparable to its current lease for the remaining term of the current lease, in form and substance reasonably acceptable to Xxxxxx and its counsel. (x) [Not Used]. (y) Any XXXX and ANSC obligations to indemnify their respective officers shall have been expressly assumed by Accel on or before the Closing Date, of the following conditions: (a) except as affected by the transactions contemplated herein, the representations and warranties of FTP contained in Section 4.2 hereof shall be true in all material respects on the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct, and Xxxxxx shall have received a certificate for actions occurring prior to such effect, dated the Closing Date, of a senior officer or director of FTP to the best of his knowledge having made reasonable inquiry;. (bz) FTP Accel shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement agreed to be fulfilled or complied with by it at or prior provide continued cooperation after Closing on any litigation matters relating to the time any of the Closing and Xxxxxx shall have received a certificate of a senior officer or director of FTP to such effect;Target Corporations. (c) FTP shall have furnished Xxxxxx with: (i) certified copies of the special resolution of the shareholders of FTP authorizing and approving the Amalgamation; and (ii) a certificate of FTP setting forth the number and class of issued and outstanding FTP Shares and FTP securities immediately prior to the Amalgamation; (d) receipt of all regulatory or third party approvals, authorizations and consents as are required to be obtained by Xxxxxx or FTP in connection with the Amalgamation, including the approval of the TSX Venture, the CSE and any other applicable regulatory authorities; (e) no Material Adverse Change shall have occurred in the business, results of operations, assets, liabilities, prospects, financial condition or affairs of FTP since the date of this Agreement and Xxxxxx shall have received a certificate to that effect signed by the Chief Executive Officer and Chief Financial Officer of FTP and addressed to Xxxxxx; (f) each of the Principals contemporaneously with the execution of this Agreement, shall have entered into a voting support agreement with Xxxxxx (the “Target Support Agreement”) in form and substance as set out in the Letter of Intent and such agreement shall be in full force and effect on the Closing Date and no FTP Shareholder that is party to a Target Support Agreement shall be in material default or breach of any term thereof; (g) the shareholders of Xxxxxx shall have approved the Xxxxxx Meeting Matters; (h) the shareholders of FTP shall have approved the Amalgamation and this Agreement; (i) FTP shall have no outstanding securities other than 35,590,954 FTP Common Shares, and securities issued or issuable pursuant to a Permitted Issuance; (j) there being no legal proceeding or regulatory actions or proceedings against any Person to enjoin, restrict or prohibit the Amalgamation or which could reasonably be expected to result in a Material Adverse Effect on FTP; (k) there being no prohibition at law against the completion of the transactions contemplated hereby; and (laa) Xxxxxx shall have received conditional approval at the Closing the opinion of Xxxxxxxx X. Xxxxxxxxx, Esq., Senior Vice President and General Counsel for listing Accel, dated as of the Resulting Issuer Common Shares on Closing Date, in form and substance reasonably satisfactory to counsel for Xxxxxx, to the CSE. The conditions described above are for effect that (a) XXXX is a corporation duly organized, validly existing and in good standing under the exclusive benefit laws of Xxxxxx Ohio and Xxxxxx Subco is duly qualified to do business and may be asserted by Xxxxxx is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business makes such qualification necessary, Dublin is a corporation duly organized, validly existing and Xxxxxx Subco, regardless in good standing under the laws of the circumstancesTurks and Caicos Islands and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business makes such qualification necessary, and ANSC is a corporation duly organized, validly existing and in good standing under the laws of Ohio and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or may be waived the conduct of its business makes such qualification necessary; (b) the authorized capital stock of XXXX consists of 500 shares, of which 400 are issued and outstanding, the authorized capital stock of Dublin consists of 5,000 shares, of which 5,000 are issued and outstanding and the authorized capital of ANSC consists of 500 shares, of which 5 are authorized and outstanding; (c) all of the issued and outstanding shares of capital stock of XXXX, Dublin and ANSC are owned by Xxxxxx Accel; (d) Accel has all the requisite corporate power and Xxxxxx Subcoauthority to enter into and perform this Agreement; (e) this Agreement has been duly authorized, in their sole discretionexecuted and delivered by Accel, in whole and is a valid and binding obligation of Accel, and each document attached hereto as an Exhibit has been duly authorized, executed and delivered by Accel or in parteach of the Target Corporations, at any time as applicable, and each such agreement is a valid and binding obligation of Accel, subject to general principles of equity and applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors rights generally from time to time prior to in effect; (f) the Amalgamation without prejudice to any other rights which Xxxxxx execution and Xxxxxx Subco may have hereunder or at law and notwithstanding the approval delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not as of the Closing Date (i) violate any judicial or administrative order, judgement or decree entered against Accel or any of the Target Corporations, (ii) conflict with any judgment or decree entered against Accel or any of the Target Corporations, or (iii) conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by any material mortgage, indenture, loan agreement, other debt instrument or any other material instrument or agreement known to such counsel to which any of Accel or any of the shareholders Target Corporations is a party or to which any of Xxxxxx and/or FTPits assets is subject; (g) to such counsel's knowledge there are no pending legal proceedings to which any of Accel or any of the Target Corporations is a party or of which property of Accel or any of the Target Corporations is subject and, insofar as is known to such counsel, no such proceeding is threatened. In rendering such opinion, such counsel may reasonably rely on certificates of officers of Accel opinions of other counsel and such other evidence as he may deem necessary or desirable, provided that counsel for Accel shall state that such certificates and opinions are satisfactory in form and substance for such purpose.

Conditions to Obligations of Xxxxxx. ‌ The obligations of Xxxxxx to consummate the Merger and the other transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Xxxxxx: (a) The representations and warranties of Raytheon set forth in Article 4 shall be true and correct on the date hereof and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except, in the case of the representations and warranties other than those set forth in Sections 4.6(b) and (c), the first two sentences of Section 4.9, Section 4.13 and any representation or warranty that is qualified by the words "material adverse effect," for such inaccuracies which have not had and would not reasonably be expected to have a material adverse effect on Raytheon or the Surviving Corporation; provided, however, that any and all actions taken by Raytheon pursuant to Section 5.1(b) and the effects thereof on the representations and warranties of Raytheon set forth in Article 4 shall be ignored for purposes of this Section 6.3(a). (b) Raytheon shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time. (c) Raytheon shall have furnished Xxxxxx Subco with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.3(a) and (b) have been satisfied. (d) Since the date of this Agreement, except to the extent contemplated by Section 4.11 to the Raytheon Disclosure Schedule, and except for any actions taken by Raytheon pursuant to Section 5.1(b) and any effects thereof upon Raytheon, there shall not have been any material adverse change in the assets, liabilities, results of operations, business or financial condition of Raytheon and its subsidiaries taken as a whole or any material adverse effect on the ability of Raytheon to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) except as affected by the transactions contemplated herein, the representations and warranties of FTP contained in Section 4.2 hereof shall be true in all material respects on the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct, and Xxxxxx shall have received a certificate to such effect, dated the Closing Date, of a senior officer or director of FTP to the best of his knowledge having made reasonable inquiry; (b) FTP shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement to be fulfilled or complied with by it at or prior to the time of the Closing and Xxxxxx shall have received a certificate of a senior officer or director of FTP to such effect; (c) FTP shall have furnished Xxxxxx with: (i) certified copies of the special resolution of the shareholders of FTP authorizing and approving the Amalgamation; and (ii) a certificate of FTP setting forth the number and class of issued and outstanding FTP Shares and FTP securities immediately prior to the Amalgamation; (d) receipt of all regulatory or third party approvals, authorizations and consents as are required to be obtained by Xxxxxx or FTP in connection with the Amalgamation, including the approval of the TSX Venture, the CSE and any other applicable regulatory authorities;hereby. (e) no Material Adverse Change The Debt contemplated by Section 5.2(c) shall have occurred in been incurred and the businessborrowings thereunder received, results of operations, assets, liabilities, prospects, financial condition or affairs of FTP since and the date of this Agreement and Xxxxxx Intercompany Payment shall have received a certificate to that effect signed by the Chief Executive Officer and Chief Financial Officer of FTP and addressed to Xxxxxx; (f) each of the Principals contemporaneously with the execution of this Agreement, shall have entered into a voting support agreement with Xxxxxx (the “Target Support Agreement”) been duly made in form and substance as set out in the Letter of Intent and such agreement shall be in full force and effect on the Closing Date and no FTP Shareholder that is party to a Target Support Agreement shall be in material default or breach of any term thereof; (g) the shareholders of Xxxxxx shall have approved the Xxxxxx Meeting Matters; (h) the shareholders of FTP shall have approved the Amalgamation and this Agreement; (i) FTP shall have no outstanding securities other than 35,590,954 FTP Common Shares, and securities issued or issuable pursuant to a Permitted Issuance; (j) there being no legal proceeding or regulatory actions or proceedings against any Person to enjoin, restrict or prohibit the Amalgamation or which could reasonably be expected to result in a Material Adverse Effect on FTP; (k) there being no prohibition at law against the completion of the transactions contemplated hereby; and (l) Xxxxxx shall have received conditional approval for listing of the Resulting Issuer Common Shares on the CSE. The conditions described above are for the exclusive benefit of Xxxxxx and Xxxxxx Subco and may be asserted by Xxxxxx and Xxxxxx Subco, regardless of the circumstances, or may be waived by Xxxxxx and Xxxxxx Subco, in their sole discretion, in whole or in part, at any time and from time to time prior to the Amalgamation without prejudice to any other rights which Xxxxxx and Xxxxxx Subco may have hereunder or at law and notwithstanding the approval of this Agreement by the shareholders of Xxxxxx and/or FTPfull.

Conditions to Obligations of Xxxxxx. ‌ The obligations of Xxxxxx and Xxxxxx Subco to consummate effect the transactions contemplated herein Merger are further subject to the satisfaction, on satisfaction or before waiver at or prior to the Closing Date, of the following conditions: (a) except Except as affected a result of action expressly permitted or expressly consented to in writing by the transactions contemplated hereinXxxxxx pursuant to Section 5.1, (i) the representations and warranties of FTP ADC contained in Section 4.2 hereof this Agreement (other than the representations and warranties of ADC contained in Sections 3.2, 3.3(a), 3.3(b), 3.3(c), 3.13, 3.15 and 3.20) shall be true both when made and as of the Closing Date, as if made as of such time (except to the extent such representations and warranties are expressly made as of a certain date, in which case such representations and warranties shall be true in all respects, as of such date), except where the failure of such representations and warranties to be so true (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ADC and (ii) the representations and warranties of ADC contained in Sections 3.2, 3.3(a), 3.3(b), 3.3(c), 3.13, 3.15 and 3.20 shall be true in all material respects on both when made as of the Closing Date with Date, as if made as of such time (except, to the same effect as though extent such representations and warranties had been are expressly made at and as of a certain date, in which case such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correctin all respects, and Xxxxxx shall have received a certificate to as of such effect, dated the Closing Date, of a senior officer or director of FTP to the best of his knowledge having made reasonable inquiry;date). (b) FTP Each of ADC and Merger Sub shall have performed, fulfilled or complied with, in all material respects, respects all of its obligations, covenants and agreements contained in this Agreement obligations required to be fulfilled performed or complied with by it under this Agreement at or prior to the time of the Closing and Xxxxxx shall have received a certificate of a senior officer or director of FTP to such effect;Date. (c) FTP shall have furnished Xxxxxx with: (i) certified copies of the special resolution of the shareholders of FTP authorizing and approving the Amalgamation; and (ii) a certificate of FTP setting forth the number and class of issued and outstanding FTP Shares and FTP securities immediately prior to the Amalgamation; (d) receipt of all regulatory or third party approvals, authorizations and consents as are required to be obtained by Xxxxxx or FTP in connection with the Amalgamation, including the approval of the TSX Venture, the CSE and any other applicable regulatory authorities; (e) no No Material Adverse Change of ADC shall have occurred in the business, results of operations, assets, liabilities, prospects, financial condition or affairs of FTP since the date of this Agreement and be continuing. (d) The ADC Rights issued pursuant to the ADC Rights Agreement shall not have become non-redeemable, exercisable, distributed (separately from ADC Common Stock) or triggered pursuant to the terms of such agreement. (e) Xxxxxx shall have received a an officer’s certificate to that effect signed duly executed by each of the Chief Executive Officer and Chief Financial Officer of FTP and addressed ADC to Xxxxxx; the effect that the conditions set forth in Sections 7.3(a), (f) each of the Principals contemporaneously with the execution of this Agreement, shall have entered into a voting support agreement with Xxxxxx (the “Target Support Agreement”) in form and substance as set out in the Letter of Intent and such agreement shall be in full force and effect on the Closing Date and no FTP Shareholder that is party to a Target Support Agreement shall be in material default or breach of any term thereof; (g) the shareholders of Xxxxxx shall have approved the Xxxxxx Meeting Matters; (h) the shareholders of FTP shall have approved the Amalgamation and this Agreement; (i) FTP shall have no outstanding securities other than 35,590,954 FTP Common Sharesb), and securities issued or issuable pursuant to a Permitted Issuance; (jc) there being no legal proceeding or regulatory actions or proceedings against any Person to enjoin, restrict or prohibit the Amalgamation or which could reasonably be expected to result in a Material Adverse Effect on FTP; (k) there being no prohibition at law against the completion of the transactions contemplated hereby; and (l) Xxxxxx shall have received conditional approval for listing of the Resulting Issuer Common Shares on the CSE. The conditions described above are for the exclusive benefit of Xxxxxx and Xxxxxx Subco and may be asserted by Xxxxxx and Xxxxxx Subco, regardless of the circumstances, or may be waived by Xxxxxx and Xxxxxx Subco, in their sole discretion, in whole or in part, at any time and from time to time prior to the Amalgamation without prejudice to any other rights which Xxxxxx and Xxxxxx Subco may have hereunder or at law and notwithstanding the approval of this Agreement by the shareholders of Xxxxxx and/or FTPbeen satisfied.