VENDOR'S CONDITIONS OF CLOSING. The obligation of the Vendors to carry out the terms of this Agreement and to complete the sale referred to in Section 2.1 hereof is subject to the conditions, each waivable unilaterally by the Vendors at their election, that:
(a) the Vendors will have completed their due diligence of the Purchaser the result of which is satisfactory to each Vendor acting reasonably;
(b) as at the Closing Date no more than 15,194,800 shares, including the Pubco Shares, in the capital of the Purchaser will be issued and outstanding on a fully diluted basis;
(c) at the Closing Date, the Purchaser will have in its account funds in an amount not less than $850,000 which funds will be free and clear at any Liens;
(d) the representations and warranties of the Purchaser contained in this Agreement or in any certificate or other document delivered to the Vendors pursuant hereto will be true and correct in all material respects on or as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date; and
(e) all the obligations of the Purchaser under this Agreement and the Ancillary Agreements to be performed at or before the Closing will have been so performed;
(f) at the Closing Date, there will have been no material adverse change in the affairs, assets, liabilities, financial condition or business (financial or otherwise) of the Purchaser since the date hereof;
(g) no action or proceeding by law or in equity will be pending or threatened by any Person to enjoin or prohibit:
(1) the issuance of the Pubco Shares contemplated hereby or the right of the Vendors to own the Pubco Shares; or
(2) the right of the Purchaser to conduct its operations and carry on its business in the normal course as its business and its operations have been carried on in the past; and
(h) the results of the audit of the Purchaser will be satisfactory.
VENDOR'S CONDITIONS OF CLOSING. 7.1 The obligations of the Vendors under this Agreement are subject to the following conditions for the exclusive benefit of the Vendors being fulfilled in all material respects in the reasonable opinion of the Vendors at the Time of Closing or waived by the Vendors at or before the Time of Closing or agreed by the Purchaser and the Vendors to be indemnified for by the Purchaser:
(a) the representations and warranties of the Purchaser contained in this Agreement will be true and correct on and as of the Closing Date;
(b) the Purchaser will have complied with all terms, covenants and agreements in this Agreement agreed to be performed or caused to be performed by it on or before the Closing Date;
(c) no action or proceeding against the Purchaser will be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(i) the purchase and sale of the Shares contemplated by this Agreement or the right of the Purchaser to own the Shares; or
(ii) the right of the Company to conduct its operations and carry on its business in the ordinary course; and
(d) The Purchaser will tender to the Vendors the Purchaser’s Closing Certificate signed by an officer of the Purchaser certifying the truth and correctness at the Closing Date of the representations and warranties of the Purchaser contained in Article 5, the performance of all covenants and agreements of the Purchaser, and the condition described in subsection 7.1(c) does not exist as at the Closing Date.
7.2 If any of the conditions in section 7.1 are not fulfilled or waived or indemnified for, the Vendors on the Closing date may rescind this Agreement by notice in writing to the Purchaser. In such event, the Vendors shall be released from all obligations under this Agreement, and the Purchaser will also be released unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled or the Purchaser has breached any of its representations, warranties, covenants or agreements in this Agreement.
7.3 The conditions in section 7.1 may be waived in whole or in part without prejudice to any right of rescission or any other right in the event of non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
VENDOR'S CONDITIONS OF CLOSING. The sale and purchase of the Purchased Assets in accordance with the terms of this Agreement is subject to the following terms and conditions, each of which is included for the exclusive benefit of the Vendor. Each of such conditions is to be fulfilled and/or performed at or prior to the Time of Closing.
VENDOR'S CONDITIONS OF CLOSING. The obligations of the Vendor under this Agreement are subject to the following conditions for the exclusive benefit of the Vendor being fulfilled in all material respects in the reasonable opinion of the Vendor on or before the Closing Date or waived by the Vendor on or before the Closing Date or agreed by the Purchaser and the Vendor to be indemnified for by the Purchaser:
(a) the representations and warranties of the Purchaser contained in the Agreement will be true and correct on and as of the Closing Date;
(b) the Purchaser will have complied with all terms, covenants and agreements in this Agreement agreed to be performed or caused to be performed by it on or before the Closing Date; and
(c) no action or proceeding against the Purchaser will be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(d) the purchase and sale of the Purchaser Shares contemplated by this Agreement or the right of the Vendor to own the Purchaser Shares; or
(e) the right of the Purchaser to conduct its operations and carry on its business in the ordinary course as its business and its operations have been carried on in the past.
VENDOR'S CONDITIONS OF CLOSING. The purchase and sale of the Purchased Assets is subject to the following terms and conditions for the exclusive benefit of the Vendor to be fulfilled and/or performed at or prior to the Time of Closing:
9.1 The covenants, representations and warranties of the Purchaser to the Vendor contained in this Agreement shall be true and correct at the Time of Closing with the same force and effect as if such covenants, representations and warranties were made at and as of such time provided that the closing of the transaction of purchase and sale herein provided for shall not be nor be deemed to be a waiver of the covenants, representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect as provided for in Article 7.1 hereof.
9.2 All of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Closing Date shall have been complied with or performed.
9.3 All documents or copies thereof required to be delivered to the Vendor shall have been so delivered.
9.4 In case any condition, obligation or covenant of the Purchaser to be performed prior to the Time of Closing shall not have been performed prior to the Time of Closing, the Vendor may terminate this Agreement by notice in writing to the Purchaser and in such event the Vendor shall be released from all obligations hereunder and unless the Vendor can show that the condition or conditions for the non-performance of which the Vendor has rescinded this Agreement are reasonably capable of being performed or caused to be performed by the Purchaser, then the Purchaser shall also be released from all obligations hereunder; provided, however, that the Vendor shall be entitled to waive compliance with any of such conditions, obligations or covenants in whole or in part if they see fit to do so without prejudice to any of their rights of termination in the event of non-performance of any other condition, obligation or covenant in whole or in part.
VENDOR'S CONDITIONS OF CLOSING. 58 13.1 Conditions for the Benefit of the Vendors.............................. 58 13.2 Non-Fulfilment of Conditions etc. for the Benefit of the Vendors....... 60
VENDOR'S CONDITIONS OF CLOSING. 14.1 Conditions for the Benefit of the Vendor............................61 14.1.1 Truth of Representations and Warranties of the Purchaser............61 14.1.2 Performance of Covenants, etc. by the Purchaser.....................62 14.1.3 Consents, etc.......................................................62 14.1.4 No Action Taken Restricting Sale....................................63 14.1.5 Fibre Supply Agreements.............................................63 14.1.6 Pulp Supply Agreement...............................................63 14.1.7
VENDOR'S CONDITIONS OF CLOSING. 9.1 Conditions for the Benefit of the Vendors
9.2 Truth of Representations and Warranties of the Purchaser 9.3 Performance of Covenants by the Purchaser 9.4 Performance of Covenants by the Purchaser
VENDOR'S CONDITIONS OF CLOSING. 15.1 Conditions for the Benefit of the Vendor.......................................................34 15.2 Non-Fulfilment of Conditions etc. for the Benefit of the Vendor...............................36
VENDOR'S CONDITIONS OF CLOSING. 13.1 Conditions for the Benefit of the Vendor The transactions herein contemplated, including the sale and purchase of the Purchased Assets in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Vendor. Each of such conditions is to be fulfilled and/or performed at or prior to the Time of Closing. The Purchaser covenants and agrees to use commercially reasonable efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Time of Closing.
