Conditions to Purchase Obligation Sample Clauses

Conditions to Purchase Obligation. 7.1 The following are conditions of the Purchasers’ obligations to close the purchase of the Common Shares from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the Purchasers: (a) the Corporation’s board of directors shall have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Shares and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at the Closing Date, the Corporation will deliver a certificate addressed to the Agent, signed by its Chief Executive Officer, certifying that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, since the Effective Date, which has not been disclosed to the Agent; (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Date; (iii) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corpor...

Conditions to Purchase Obligation. The obligations of the Initial Purchaser and any subsequent purchaser of a Certificate to purchase any Certificate shall be subject to the accuracy of the representations and warranties on the part of the Seller, Servicer and Trustee contained herein as of the date on which Certificates are being purchased (the "Purchase Date") (and all such representations and warranties shall be deemed made as of each such Purchase Date), to the accuracy of the statements of the Seller, Servicer and Trustee made in any certificates pursuant to the provisions hereof, to the performance by each of the Seller, Servicer and Trustee of its obligations hereunder and to the following additional conditions: (a) With respect to the purchase of the Original Certificate, the Initial Purchaser shall have received an opinion of counsel to the Seller and Servicer, addressed to the Initial Purchaser and Trustee and dated the date hereof, to the effect that: (i) Each of the Seller and Servicer is a corporation organized and validly existing under the laws of the state of its incorporation with all corporate power and authority necessary to own or hold its properties, to conduct its business and to enter into and perform its obligations under this Agreement and is duly qualified to do business where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations hereunder. (ii) This Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding instrument enforceable against each of the Seller and Servicer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally from time to time in effect). (iii) The Original Certificate has been duly authorized and, when executed and authenticated in accordance with the provisions of this Agreement and delivered to and paid for by the Initial Purchaser pursuant to this Agreement, will be validly issued and outstanding and will be entitled to the benefits of this Agreement. (iv) To the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Seller, the Servicer, any of their subsidiaries or the Trust which could reason...

Conditions to Purchase Obligation. The obligation of COI to purchase all or part of the REIT Asset is subject to the following conditions being met at the time of the purchase: (i) Crescent has, if requested by COI, made Financing (as such term is defined in Section 4(b)) available to COI for such purpose; (ii) The acquisition and ownership of the REIT Asset by COI does not violate any law to which COI is subject or by which its properties or assets are bound;