Common use of Conditions to the Obligation of the Seller Clause in Contracts

Conditions to the Obligation of the Seller. The obligation of the Seller to proceed with the Closing contemplated hereby is subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Seller: (a) The representations and warranties of the Buyer set forth in this Agreement shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and on the Closing Date as if made on such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of such specified date, except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect. The Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the time of the Closing. The Buyer shall have delivered to the Seller a certificate, dated as of the Closing Date and signed by an authorized officer of the Buyer, confirming the foregoing matters set forth in this Section 5.2(a) (the “Buyer Closing Certificate”). (b) All necessary filings with and material consents, approvals, clearances, licenses, permits, orders and authorizations of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement (including any required by the HSR Act, but excluding, for purposes of this Section 5.2(b), any consents, approvals, clearances, licenses, permits, orders and authorizations of the FERC not specifically set forth in Section 5.1(g)) shall have been made and obtained without conditions materially adverse to the Seller or any Affiliate of the Seller, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated. (c) All material consents of any Person not a party hereto required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained. (d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect or threatened. (e) The Buyer shall have delivered, or caused to be delivered, to the Seller all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 1.6(b).

Conditions to the Obligation of the Seller. The obligation of the Seller to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Seller: (a) The Buyers shall have complied in all material respects with the covenants and agreements contained herein and each of the representations and warranties of the Buyer set forth contained in this Agreement shall be deemed to have been made again at and as of the Closing Date and shall then be true and correct (without giving effect except to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and on the Closing Date as if made on such date, or in the case of representations and warranties that are made as of a specified date, extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) on and as of such specified earlier date), except, in each case, to the extent that except for such failure of such representations and warranties to be true and correct (without regard to any qualifications with respect to Buyer Material Adverse Effect or knowledge contained therein) that would not, individually or in the aggregate, not be reasonably likely to result in a Buyer Material Adverse Effect. The Buyer Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the time of the Closing. The Buyer shall have delivered to the Seller received a certificate, dated as of the Closing Date and signed by Date, of an authorized executive officer of the Buyer, confirming corporate Buyers and Chell certifying as to the foregoing matters set forth specified in this Section 5.2(a) (the “Buyer Closing Certificate”a). (b) The Seller shall have received from counsel to CGC an opinion dated the Closing Date, with such qualifications as are reasonably acceptable to the Seller, to the effect that: (i) CGC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York; (ii) CGC has the corporate power to execute and deliver this Agreement and to consummate the transactions contemplated hereby; all corporate acts and other proceedings required to be taken by or on the part of CGC to execute and deliver this Agreement and to consummate the transactions contemplated hereby have been taken; (iii) the Constituent Documents have been duly executed and delivered by CGC, and constitute the valid and binding obligations of CGC enforceable in accordance with their terms (except as otherwise limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights, and except that such counsel need not express an opinion as to whether any covenant contained in the Constituent Documents is specifically enforceable); (iv) except for such as have been obtained, no authorization, approval or consent of or declaration or filing with any Governmental Authority or regulatory body under the New York Law, or the federal laws of the United States of America, that in the experience of such counsel are normally applicable to transactions of the type contemplated by the Constituent Documents, is necessary or required of CGC in connection with the execution and delivery of the Constituent Documents or the performance by CGC of its obligations thereunder; (v) the execution and delivery of the Constituent Documents by CGC and the performance by CGC of its obligations thereunder will not (i) violate or conflict with any provision of the charter or bylaws of CGC,(ii) violate any provision of any constitution, statute or regulation applicable to CGC except which would not reasonably be expected to have a material adverse effect, (iii) violate or constitute a material default under any provision of, or result in acceleration of any obligation under, or give rise to a right to any party to terminate its obligations under, any material agreement or contract to which CGC is a party or (iv) to the knowledge of such counsel after due inquiry, violate any provision of any judgment, writ, order or decree; and (vi) no litigation, investigation or administrative proceeding, known to such counsel after due inquiry, of or before any court, arbitrator or Governmental Authority is pending or threatened against CGC with respect to the Agreement or the transactions contemplated thereby. (c) The Seller shall have received from Canadian counsel to eSupplies, BOTB, and Xxxxx.xxx an opinion dated the Closing Date, with qualifications as are reasonably acceptable to the Seller, to the effect that: (i) eSupplies, BOTB, and Xxxxx.xxx are duly incorporated, validly existing and in good standing in Alberta and have the corporate power and authority to own their own assets and to transact their business as it is now being transacted; (ii) eSupplies, BOTB, and Xxxxx.xxx have the corporate power to execute and deliver this Agreement and to consummate the transactions contemplated hereby; all corporate acts and other proceedings required to be taken by or on the part of eSupplies, BOTB, and Xxxxx.xxx to execute and deliver this Agreement and to consummate the transactions contemplated hereby have been taken; (iii) the Constituent Documents have been duly executed and delivered by eSupplies, BOTB, and Xxxxx.xxx, and constitute the valid and binding obligations of eSupplies, BOTB, and Xxxxx.xxx enforceable in accordance with their terms (except as otherwise limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights and except that such counsel need not express an opinion as to whether any covenant contained in the Constituent Documents is specifically enforceable); (iv) except for such as have been obtained, no authorization, approval or consent of or declaration or filing with any Governmental Authority or regulatory body under Canadian law, that in the experience of such counsel are normally applicable to transactions of the type contemplated by the Constituent Documents, is necessary or required of eSupplies, BOTB or Xxxxx.xxx in connection with the execution and delivery of the Constituent Documents or the performance by eSupplies, BOTB, and Xxxxx.xxx of their obligations thereunder; (v) the execution and delivery of the Constituent Documents by eSupplies, BOTB, and Xxxxx.xxx and the performance by eSupplies, BOTB, and Xxxxx.xxx of their obligations thereunder will not (a) violate or conflict with any provision of the charter or bylaws of eSupplies, BOTB, or Xxxxx.xxx, (b) violate any securities or transfer laws applicable to eSupplies, BOTB, or Xxxxx.xxx except which would not reasonably be expected to have a material adverse effect, (c) violate or constitute a material default under any provision of, or result in acceleration of any obligation under, or give rise to a right to any party to terminate its obligations under, any material agreement or contract to which eSupplies, BOTB, or Xxxxx.xxx is a party, provided such opinion of counsel is based on a certificate of a duly authorized officer of eSupplies, a duly authorized officer of BOTB, and a duly authorized officer of Xxxxx.xxx or (d) to the knowledge of such counsel after due inquiry, violate any provision of any judgment, writ, order or decree, provided such opinion of counsel is based on a certificate of a duly authorized officer of eSupplies, a duly authorized officer of BOTB, and a duly authorized officer of Xxxxx.xxx; and (vi) no litigation, investigation or administrative proceeding, known to such counsel after due inquiry, of or before any court, arbitrator or Governmental Authority is pending or threatened against eSupplies, BOTB or Xxxxx.xxx with respect to this Agreement or the transactions contemplated thereby, provided such opinion of counsel is based on a certificate of a duly authorized officer of eSupplies, a duly authorized officer of BOTB, and a duly authorized officer of Xxxxx.xxx. (d) All necessary filings with and material consents, approvals, clearances, licenses, permits, orders and authorizations consents of any Governmental Authority or agency required by the Buyer or the Seller for the consummation of the transactions contemplated in this Agreement (including any required by the HSR Act, but excluding, for purposes of this Section 5.2(b), any consents, approvals, clearances, licenses, permits, orders and authorizations of the FERC not specifically set forth in Section 5.1(g)) shall have been made and obtained without conditions materially adverse to the Seller or any Affiliate of the Sellerobtained, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated. (c) All material consents of any Person not , and no action or proceeding before a party hereto required for the consummation of the transactions contemplated in this Agreement Governmental Authority shall have been made and obtained. (d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary instituted or permanent injunction, judgment threatened to restrain or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing prohibit the consummation Buyer's acquisition of the transactions contemplated hereby shall be in effect Seller Shares or threatenedthe Seller's acquisition of the Buyer Shares. (e) The Buyer No suit, action or other proceeding shall be pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the consummation of this Agreement or the transactions in connection herewith. (f) On or before the Closing Date, Xxxxx.xxx and CGC shall have delivereddelivered to Seller an executed Stock Pledge Agreement in the form mutually agreed upon by Xxxxx.xxx, or caused to be delivered, to the Seller all of the documents, certificates and other instruments required to be delivered underCGC, and otherwise complied with the provisions of, Section 1.6(b)Seller.

Conditions to the Obligation of the Seller. The obligation of the Seller to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Seller: (a) The representations and warranties of the Buyer Purchaser set forth in this Agreement ARTICLE 4 shall have been true and correct when made and shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and on the Closing Date as if made on such date, or in the case of date (other than representations and warranties that are made as of a specified date, such representations and warranties which shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in have a Material Adverse Effectmaterial adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or under the Purchaser Closing Documents or prevent, or materially impair, the ability of Purchaser to consummate the transactions contemplated hereby and thereby; provided that for purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality shall be disregarded. The Buyer Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at them by the time of the Closing. The Buyer Purchaser shall have delivered to the Seller a certificate, dated as of the Closing Date and signed by an authorized officer of the BuyerPurchaser, confirming the foregoing matters set forth in this Section 5.2(a7.2(a) (the “Buyer Purchaser Closing Certificate”). (b) All necessary filings with and material consents, approvals, clearances, licenses, permits, orders and authorizations of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement (including any required by the HSR Act, but excluding, for purposes of this Section 5.2(b), any consents, approvals, clearances, licenses, permits, orders and authorizations of the FERC not specifically set forth in Section 5.1(g)) The Competition Act Clearance shall have been made and obtained without conditions materially adverse to the Seller or any Affiliate of the Seller, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminatedobtained. (c) All material consents The Purchaser shall have delivered, or caused to be delivered, to the Seller (as beneficiary thereunder) an irrevocable letter of any Person not a party hereto required credit issued by the Bank of Montreal for the consummation aggregate amount of the transactions Business Guarantees that are letters of credit or letters of comfort that were not returned to the Seller at Closing as contemplated in this Agreement shall have been made and obtainedSection 6.6(a)(iii). (d) No statute, rule, regulation, executive order, injunction or decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect or threatenedeffect. (e) The Buyer Purchaser shall have delivered, or caused to be delivered, to the Seller all of the documents, certificates and other instruments required to be delivered under, and otherwise complied under Section 8.2(b). (f) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with the provisions of, Section 1.6(b)Closing of the transactions contemplated herein.

Conditions to the Obligation of the Seller. The obligation of the Seller to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Seller: (a) The representations and warranties of the Buyer Purchaser set forth in this Agreement ARTICLE 4 shall have been true and correct when made and shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and on the Closing Date as if made on such date, or in the case of date (other than representations and warranties that are made as of a specified date, such representations and warranties which shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in have a Material Adverse Effectmaterial adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or under the Purchaser Closing Documents or prevent, or materially impair, the ability of Purchaser to consummate the transactions contemplated hereby and thereby; provided that for purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality shall be disregarded. The Buyer Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at them by the time of the Closing. The Buyer Purchaser shall have delivered to the Seller a certificate, dated as of the Closing Date and signed by an authorized officer of the BuyerPurchaser, confirming the foregoing matters set forth in this Section 5.2(a7.2(a) (the “Buyer Purchaser Closing Certificate”). (b) All necessary filings with and material consents, approvals, clearances, licenses, permits, orders and authorizations of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement (including any required by the HSR Act, but excluding, for purposes of this Section 5.2(b), any consents, approvals, clearances, licenses, permits, orders and authorizations of the FERC not specifically set forth in Section 5.1(g)) The Competition Act Clearance shall have been made and obtained without conditions materially adverse to the Seller or any Affiliate of the Seller, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated. (c) All material consents of any Person not a party hereto required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained. (d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect or threatened. (e) The Buyer shall have delivered, or caused to be delivered, to the Seller all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 1.6(b).

Conditions to the Obligation of the Seller. The obligation of the Seller to proceed with consummate the Closing sale of the Shares and the other transactions contemplated hereby by this Agreement is subject to the satisfaction satisfaction, on or before the Closing Date, of all each of the following conditions, conditions (any one or more of which may be waived in writingby the Seller, in whole or in part, by the Seller:): (a) The each of the Purchaser's representations and warranties of the Buyer set forth in this Agreement shall be must have been true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and must be true and correct in all material respects (except for representations and warranties that contain qualifications as to materiality which shall be true and correct in all respects) as of the Closing Date as though made on the Closing Date (except to the extent that any such representations or warranties speak as if made on such of another date, or in the which case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of such specified date, except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect. The Buyer shall have performed or complied in all material respects at and as of the date specified therein); (b) all of the covenants and obligations that the Purchaser is required to perform or comply with under this Agreement or any other Transaction Document on or before the Closing Date must have been duly performed and complied with in all obligations material respects; (c) Seller shall have received a certificate from Purchaser to the effect set forth in SECTIONS 6.2(A) and covenants required 6.2(B); (d) all Consents or approvals set forth in SCHEDULE 6.2(D) must have been obtained and must be in full force and effect; (e) there must not be in effect any law, or court, arbitration or regulatory order or judgment, and there must not have been commenced or threatened by any governmental entity any proceeding, that in any case would (i) prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents or (ii) cause any of the transactions contemplated by this Agreement to be performed or complied with by it prior to or at the time of the Closing. The Buyer rescinded following their consummation; (f) Purchaser shall have delivered deliver to the Seller a certificate, dated as the Closing Date, signed by the secretary or any assistant secretary of Purchaser, attesting to the completion of all necessary corporate action by Purchaser to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder, including copies of the Closing Date organizational documents of Purchaser and signed by an authorized officer all corporate resolutions required in connection with this Agreement or any other Transaction Document and attesting to the incumbency of the Buyer, confirming officers of Purchaser signing the foregoing matters set forth in this Section 5.2(a) (the “Buyer Closing Certificate”).Transaction Documents to which Purchaser is a party; (bg) All necessary filings with and material consents, approvals, clearances, licenses, permits, orders and authorizations of any Governmental Authority required for the consummation of NICO Reinsurance Agreement in the transactions contemplated in this Agreement (including any required by the HSR Act, but excluding, for purposes of this Section 5.2(b), any consents, approvals, clearances, licenses, permits, orders and authorizations of the FERC not specifically set forth in Section 5.1(g)) attached as EXHIBIT A hereto shall have been made executed and obtained without conditions materially adverse to delivered by Seller and the Seller or any Affiliate of the SellerCompany, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated. (c) All material consents of any Person not a party hereto required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained. (d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect or threatened.full force and effect; and (eh) The Buyer the Purchaser shall have delivered, or caused delivered to be delivered, to the Seller all of the documents, certificates and other instruments items required pursuant to be delivered under, and otherwise complied with the provisions of, Section 1.6(bSECTION 2.3(B).

Conditions to the Obligation of the Seller. The obligation of the Seller to proceed with sell and transfer the Closing contemplated hereby Seller LLC Interest to each Purchaser is subject to the satisfaction of all or waiver of the following conditions, any one or more of which may be waived in writing, in whole or in part, by additional conditions on the SellerClosing Date: (a) The All representations and warranties of the Buyer set forth such Purchaser contained in this Agreement which are not qualified by materiality shall be true and correct in all material respects, and all representations and warranties of such Purchaser contained in this Agreement which are qualified as to materiality shall be true and correct (without giving in each case with the same force and effect as if such representations and warranties were made anew at and as of the Closing Date, except (i) to any materiality standard or Material Adverse Effect qualification) the extent that such representations and warranties are by their express provisions made as of the date of this Agreement or another specified date and on (ii) for the Closing Date as if made on such date, effect of any activities or in transactions which may have taken place after the case date of representations and warranties that this Agreement which are made as of contemplated by this Agreement); (b) The Seller shall have received a specified date, such representations and warranties shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as certificate of such specified date, except, in each case, Purchaser signed on its behalf by a duly authorized officer to the extent that failure of such representations foregoing effect; (c) All agreements, covenants and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect. The Buyer shall have performed or complied in all material respects with all obligations and covenants required by the terms of this Agreement to be performed and complied with by such Purchaser on or before the Closing Date with respect to the Seller LLC Interest shall have been so performed or complied with by it prior to or at the time of the Closing. The Buyer shall have delivered to the Seller a certificate, dated as of the Closing Date and signed by an authorized officer of the Buyer, confirming the foregoing matters set forth in this Section 5.2(a) (the “Buyer Closing Certificate”). (b) All necessary filings with and all material consents, approvals, clearances, licenses, permits, orders and authorizations of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement (including any required by the HSR Act, but excluding, for purposes of this Section 5.2(b), any consents, approvals, clearances, licenses, permits, orders and authorizations of the FERC not specifically set forth in Section 5.1(g)) shall have been made and obtained without conditions materially adverse to the Seller or any Affiliate of the Seller, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated. (c) All material consents of any Person not a party hereto required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained.respects; and (d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order The Seller shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing received the consummation of the transactions contemplated hereby shall be in effect or threatened. (e) The Buyer shall have delivered, or caused to be delivered, Purchase Price with respect to the Seller all LLC Interest by wire transfer of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 1.6(b)immediately available funds.