Common use of Conditions to the Obligations of Company Clause in Contracts

Conditions to the Obligations of Company. The obligations of Company to complete the Arrangement by filing Articles of Arrangement to give effect to the Plan of Arrangement are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all material respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and Company shall have received a certificate of an officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement and the Plan of Arrangement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of an officer of Parent to that effect; (c) there shall have been no Parent Material Adverse Effect since the date of this Agreement; and (d) Company shall have received an opinion (i) from Xxxxxx X. Xxxxxxxx, Xx., Corporate Vice President and General Counsel of Parent, substantially in the form of Annex E attached hereto and (ii) from Nova Scotia counsel to Acquireco relating to organization and authority matters.

Conditions to the Obligations of Company. The obligations obligation of Company to complete consummate the Arrangement by filing Articles of Arrangement to give effect to the Plan of Arrangement are Merger is subject to the satisfaction or or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent and Lux Sub contained in this Agreement shall be true, complete and correct in all material respects both (i) when made and (ii) on and as of the Effective Time as if made at and as of the Effective Time (other than except for representations and warranties which address matters only as of a certain date which shall be have been true, complete and correct as of such certain date), except in the case of each of clauses (i) and (ii) for such failures to be true, complete and correct (without giving effect to any qualification or standard relating to materiality or a Parent Material Adverse Effect contained in any such representations and warranties) which, individually or in the aggregate, would not have a Parent Material Adverse Effect, and Company shall have received a certificate of an officer the Chief Executive Officer and Chief Financial Officer of each of Parent and Lux Sub to such effect;; and (b) Each of Parent and Lux Sub shall have performed or complied in all material respects with all covenants required by this Agreement and the Plan of Arrangement to be performed or complied with by it on an or prior to the Effective Time and Company shall have received a certificate of an officer the Chief Executive Officer and Chief Financial Officer of Parent and Lux Sub to that effect; (c) there shall have been no Parent Material Adverse Effect since the date of this Agreement; and (d) Company shall have received an opinion (i) from Xxxxxx X. Xxxxxxxx, Xx., Corporate Vice President and General Counsel of Parent, substantially in the form of Annex E attached hereto and (ii) from Nova Scotia counsel to Acquireco relating to organization and authority matters.