Common use of CONDITIONS TO THE OBLIGATIONS OF THE Clause in Contracts

CONDITIONS TO THE OBLIGATIONS OF THE. VENDORS 7.1 Notwithstanding anything herein contained, the obligations of the Vendors to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the date of closing, and the Purchaser will use its best efforts to ensure that such conditions are fulfilled. (a) The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date of closing. In addition, the Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the date of closing. (b) No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which, in. the opinion of counsel to the Vendors, is likely to result in an order, decision or ruling, to disallow, enjoin or prohibit the purchase and sale of the Shares contemplated hereby. (c) All consents required to be obtained in order to carry out the transactions contemplated hereby, in compliance with all laws and agreements binding upon the parties hereto shall have been obtained. 7.2 The conditions contained in paragraph 7.1 hereof are inserted for the exclusive benefit of the Vendors and may be waived in whole or in part by the Vendors at any time. The Purchaser acknowledges that the waiver by a Vendor of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Purchaser herein that corresponds or is related to such condition or such part of such condition, as the case may be. If any of the conditions contained in paragraph 7.1 hereof are not fulfilled or complied with as herein provided, the Vendors may, at or prior to the date of closing at their option, rescind this Agreement by notice in writing to the Purchaser and in such event such Vendors shall be released from all obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Purchaser, then the Purchaser shall also be released from all obligations hereunder.

CONDITIONS TO THE OBLIGATIONS OF THE. VENDORS 7.1 Notwithstanding anything Underwriters The obligation of the Underwriters to purchase the Notes pursuant to this Agreement is subject to: (i) the accuracy as of the Closing Date of the representations and warranties on the part of the Sponsor herein contained, ; (ii) the performance by the Sponsor of its obligations of the Vendors to complete the transactions provided for herein will be subject to the fulfilment of hereunder; and (iii) the following conditions at as of the Closing Date: A. The Underwriters shall have received confirmation of the effectiveness of the Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with. B. The Underwriters shall not have discovered and disclosed to the Sponsor on or prior to the date Closing Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of closinga fact or omits to state a fact which, in the opinion of Browx & Xood LLP, counsel for the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading. C. All corporate proceedings and other legal matters relating to the authorization, form and validity of the Documents, the Notes, the Registration Statement and the Prospectus, and the Purchaser will use its best efforts all other legal matters relating to ensure that such conditions are fulfilled. (a) The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out and the transactions contemplated hereby will shall be true satisfactory in all respects to counsel for the Underwriters, and accurate on the date of closing. In addition, the Purchaser Sponsor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the date of closing. (b) No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which, in. the opinion of counsel to the Vendors, is likely to result in an order, decision or ruling, to disallow, enjoin or prohibit the purchase and sale of the Shares contemplated hereby. (c) All consents required to be obtained in order to carry out the transactions contemplated hereby, in compliance with all laws and agreements binding upon the parties hereto shall have been obtained. 7.2 The conditions contained in paragraph 7.1 hereof are inserted for the exclusive benefit of the Vendors and may be waived in whole or in part by the Vendors at any time. The Purchaser acknowledges that the waiver by a Vendor of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Purchaser herein that corresponds or is related furnished to such condition or counsel all documents and information that they may reasonably request to enable them to pass upon such part of such condition, as the case may be. If any of the conditions contained in paragraph 7.1 hereof are not fulfilled or complied with as herein provided, the Vendors may, at or prior to the date of closing at their option, rescind this Agreement by notice in writing to the Purchaser and in such event such Vendors shall be released from all obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Purchaser, then the Purchaser shall also be released from all obligations hereundermatters.

CONDITIONS TO THE OBLIGATIONS OF THE. VENDORS 7.1 Notwithstanding anything Underwriters The obligation of the Underwriters to purchase the Notes pursuant to this Agreement is subject to: (i) the accuracy as of the Closing Date of the representations and warranties on the part of the Sponsor herein contained, ; (ii) the performance by the Sponsor its obligations of the Vendors to complete the transactions provided for herein will be subject to the fulfilment of hereunder; and (iii) the following conditions at as of the Closing Date: A. The Underwriters shall have received confirmation of the effectiveness of the Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with. B. The Underwriters shall not have discovered and disclosed to the Sponsor on or prior to the date Closing Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of closinga fact or omits to state a fact which, in the opinion of Browx & Xood XXX, counsel for the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading. C. All corporate proceedings and other legal matters relating to the authorization, form and validity of the Documents, the Notes, the Registration Statement and the Prospectus, and the Purchaser will use its best efforts all other legal matters relating to ensure that such conditions are fulfilled. (a) The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out and the transactions contemplated hereby will shall be true satisfactory in all respects to counsel for the Underwriters, and accurate on the date of closing. In addition, the Purchaser Sponsor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the date of closing. (b) No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which, in. the opinion of counsel to the Vendors, is likely to result in an order, decision or ruling, to disallow, enjoin or prohibit the purchase and sale of the Shares contemplated hereby. (c) All consents required to be obtained in order to carry out the transactions contemplated hereby, in compliance with all laws and agreements binding upon the parties hereto shall have been obtained. 7.2 The conditions contained in paragraph 7.1 hereof are inserted for the exclusive benefit of the Vendors and may be waived in whole or in part by the Vendors at any time. The Purchaser acknowledges that the waiver by a Vendor of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Purchaser herein that corresponds or is related furnished to such condition or counsel all documents and information that they may reasonably request to enable them to pass upon such part of such condition, as the case may be. If any of the conditions contained in paragraph 7.1 hereof are not fulfilled or complied with as herein provided, the Vendors may, at or prior to the date of closing at their option, rescind this Agreement by notice in writing to the Purchaser and in such event such Vendors shall be released from all obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Purchaser, then the Purchaser shall also be released from all obligations hereundermatters.

CONDITIONS TO THE OBLIGATIONS OF THE. VENDORS 7.1 Notwithstanding anything herein contained, the UnderwritersThe obligations of the Vendors Underwriters to complete purchase the transactions provided for herein will Securities shall be subject to the fulfilment accuracy of the following conditions at or prior to the date of closing, and the Purchaser will use its best efforts to ensure that such conditions are fulfilled. (a) The representations and warranties on the part of the Purchaser Company contained in this Agreement or herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company made in any documents delivered in order certificates pursuant to carry out the transactions contemplated hereby will be true provisions hereof, to the performance by the Company of its obligations hereunder and accurate on to the date of closing. In addition, the Purchaser following additional conditions: (i) The Canadian Final Prospectus shall have complied been filed with all covenants the Reviewing Authority under the Shelf Procedures and agreements herein agreed (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L. of Form F-10 under the Act, in each case, within the applicable time period prescribed for such filing and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any other material required to be performed filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time prescribed for such filing by Rule 433; no stop order suspending the effectiveness of the Registration Statement or caused to be performed by it at any part thereof shall have been issued and no order preventing or prior suspending the use of any prospectus relating to the date of closing.Securities shall have been issued and no proceeding for any such purpose shall have been initiated or threatened by the Commission or the Reviewing Authority; (b) No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction The Company shall have requested and caused Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, United States special counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) the statements in the Disclosure Package and the U.S. Final Prospectus under the heading “Certain Income Tax Information — Certain United States Federal Income Tax Considerations,” to the extent that they constitute summaries of United States federal statutes, rules and regulations or portions thereof, have been madereviewed by such counsel and fairly summarize the matters described under that heading in all material respects; (ii) the Indenture (to the extent execution and delivery are governed by the laws of New York) has been duly executed and delivered by the Company. The Indenture constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforceability of the Indenture may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); (iii) the Indenture conforms in all material respects to its description contained in the Disclosure Package and the U.S. Final Prospectus under the headings “Description of the Notes” and “Description of Debt Securities”. The Indenture has been duly qualified under the Trust Indenture Act; (iv) the Securities (to the extent execution is governed by the laws of New York) have been duly executed by the Company. The Securities, when duly issued and delivered by the Company against payment as provided in the Underwriting Agreement, will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except that the enforceability of the Securities may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and the Securities, when issued and delivered, will conform in all material respects to the description contained in the Disclosure Package and the U.S. Final Prospectus under the captions “Description of the Notes” and “Description of Debt Securities”; (v) the Registration Statement, the Form F-X, the Preliminary Prospectus and the U.S. Final Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations of the Commission under the Act, except for the financial statements, financial statement schedules and other financial data included or incorporated by reference in or omitted from any of them, and the Form T-1, as to which such counsel expresses no action or proceeding shall be pending or threatened whichopinion. Such counsel has assumed, infor purposes of this paragraph, the compliance of the Canadian Base Prospectus and the Canadian Final Prospectus with the requirements of Alberta Securities Laws, as interpreted and applied by the Alberta Securities Commission. Such counsel understands that such matters are covered in the opinion of counsel Xxxxxx XxXxxx LLP to be furnished on the Closing Date; (vi) this Agreement (to the Vendorsextent execution and delivery are governed by the laws of New York) has been duly executed and delivered by the Company; (vii) the Company is not and, is likely after giving effect to result in an order, decision or ruling, to disallow, enjoin or prohibit the purchase offering and sale of the Shares contemplated hereby. (c) All consents Securities, and the application of their proceeds as described in the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds,” will not be required to be obtained registered as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder; (viii) the issuance and sale of the Securities by the Company, the execution and delivery by the Company of the Underwriting Agreement and the Indenture and the performance by the Company of its obligations thereunder will not (A) breach or result in a default under any agreement, indenture or instrument listed on Schedule I to such counsel’s opinion or (B) violate those laws, rules and regulations of the United States of America and the State of New York (“Applicable Law”), in each case which in such counsel’s experience are normally applicable to the transactions of the type contemplated by the Underwriting Agreement or any judgment, order or decree of any New York or federal court or governmental authority binding upon the Company listed on Schedule II to carry out such counsel’s opinion, except in the case of clause (A) above, such counsel expresses no opinion with respect to any provision of any agreement, indenture or instrument listed on Schedule I to such counsel’s opinion to the extent that an opinion with respect to such provision would require making any financial, accounting or mathematical calculation or determination, and in the case of clause (A) above, where the breach, default or violation could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. For purposes of the opinion, the term “Applicable Law” does not include federal securities laws (except for purposes of the opinions expressed in paragraph ix below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the Company, the Indenture, the Securities, this Agreement or the transactions contemplated herebythereby solely because such law, in compliance with all laws and agreements binding upon rule or regulation is part of a regulatory regime applicable to any party to this Agreement or any of its affiliates due to the parties hereto shall have specific assets or business of such party or such affiliate; and (ix) no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained. 7.2 The conditions contained in paragraph 7.1 hereof are inserted , taken or made is required by the Company under any Applicable Law for the exclusive benefit issuance and sale of the Vendors and may be waived in whole or in part Securities by the Vendors at any timeCompany, the execution and delivery by the Company of this Agreement and the Indenture and the performance by the Company of its obligations thereunder. The Purchaser acknowledges that the waiver by a Vendor of any condition or any part of any condition shall constitute a waiver only For purposes of such condition counsel’s opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or such part of such condition, as the case may be, and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Purchaser herein that corresponds or is related to such condition or such part of such condition, as the case may be. If any regulatory body of the conditions contained in paragraph 7.1 hereof are not fulfilled State of New York or complied with as herein provided, the Vendors may, at or prior to the date United States of closing at their option, rescind this Agreement by notice in writing to the Purchaser and in such event such Vendors shall be released from all obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Purchaser, then the Purchaser shall also be released from all obligations hereunder.America;