Common use of Non-Compliance with Conditions Clause in Contracts

Non-Compliance with Conditions. The Company agrees that all terms and conditions in this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by the Company that it will use its best efforts (or all commercially reasonable efforts, as applicable) to cause such conditions to be complied with, and any breach or failure by the Company to comply with any of such conditions shall entitle the Underwriter, or any of them, at their option in accordance with subparagraph 11(f), to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Special Warrants) by notice to that effect given to the Company at or prior to the Closing Time. The Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non- compliance, provided that any such waiver or extension shall be binding upon the Underwriter only if the same is in writing and signed by it.

Appears in 2 contracts

Samples: Underwriting Agreement (Bid Com International Inc), Underwriting Agreement (Bid Com International Inc)

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Non-Compliance with Conditions. The Company agrees that all terms terms, conditions and conditions covenants in this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by the Company that Company, it will use its best efforts (or all commercially reasonable efforts, as applicable) to cause such conditions to be complied with, and any breach or failure by the Company to comply with any of such conditions or if any representation or warranty given by the Company becomes false and is not rectified as at the Closing Time, shall entitle the Underwriter, or any of themAgents, at their option option, in accordance with subparagraph 11(f7(h), to terminate its their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Special WarrantsCommon Shares) by written notice to that effect given to the Company at or prior to the Closing Time. The Underwriter Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non- non-compliance, provided that any such waiver or extension shall be binding upon the Underwriter Agents only if the same is in writing and signed by itthe Agents.

Appears in 2 contracts

Samples: Agency Agreement (Kirkland Lake Gold Inc), Agency Agreement (Kirkland Lake Gold Inc)

Non-Compliance with Conditions. The Company agrees and the Selling Shareholder agree that all terms and conditions in this Agreement Section 15 shall be construed as conditions and shall be complied with so far as the same they relate to acts to be performed or caused to be performed by the Company it, that it will use its best efforts (or all commercially reasonable efforts, as applicable) efforts to cause such conditions to be complied with, with and that any breach or failure by the Selling Shareholder or the Company to comply with any of such conditions in all material respects shall entitle the Underwriter, or any of them, at their option in accordance with subparagraph 11(f), Underwriter to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Special Warrants) the Securities, by notice to that effect given to the Company and the Selling Shareholder at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. The Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non- non-compliance, provided that any such waiver or extension shall be binding upon the Underwriter only if the same such waiver or extension is in writing and signed by itthe Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (BRP Inc.), Underwriting Agreement (BRP Inc.)

Non-Compliance with Conditions. The Company agrees that all terms and conditions condition in this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by the Company Company, that it will use its commercially reasonable best efforts (or all commercially reasonable efforts, as applicable) to cause such conditions to be complied with, and any material breach or failure by the Company to comply with any of such conditions shall entitle the UnderwriterAgents, or any of them, at their option in accordance with subparagraph 11(f), to terminate its their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Special Warrants) by notice to that effect given to the Company at or prior to the Closing Time. The Underwriter Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its their rights in respect of any other of such terms and conditions or any other or subsequent breach or non- non-compliance, provided that any such waiver or extension shall be binding upon the Underwriter Agents only if the same is in writing and signed by itall of the Agents.

Appears in 1 contract

Samples: Agency Agreement (Delano Technology Corp)

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Non-Compliance with Conditions. The Company agrees that all terms and conditions in this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by the Company that it will use its best efforts (or all commercially reasonable efforts, as applicable) to cause such conditions to be complied with, and any breach or failure by the Company to comply with any of such conditions shall entitle the UnderwriterUnderwriters, or any of them, at their option in accordance with subparagraph 11(f), to terminate its their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Special Warrants) by notice to that effect given to the Company at or prior to the Closing Time. The Underwriter Underwriters may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its their rights in respect of any other of such terms and conditions or any other or subsequent breach or non- compliance, provided that any such waiver or extension shall be binding upon the Underwriter Underwriters only if the same is in writing and signed by itall of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Bid Com International Inc)

Non-Compliance with Conditions. The Company agrees that all terms and conditions in this Agreement Section 16 shall be construed as conditions and shall be complied with so far as the same they relate to acts to be performed or caused to be performed by the Company it, that it will use its best efforts (or all commercially reasonable efforts, as applicable) efforts to cause such conditions to be complied with, with and that any breach or failure by the Company to comply with any of such conditions in all material respects shall entitle the Underwriter, or any of them, at their option in accordance with subparagraph 11(f), the Underwriters to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Special Warrants) the Offered Shares and, if the Over-Allotment Option has been exercised, the Additional Shares, by notice to that effect given to the Company at or prior to the Closing Time, or, in the case of the Additional Shares, at or prior to the Option Closing Time, unless otherwise expressly provided in this Agreement. The Each Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non- compliance, provided that any such waiver or extension shall be binding upon the an Underwriter only if the same such waiver or extension is in writing and signed by itthe Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement

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