Additional Conditions Precedent to the Obligations of the IPC Companies The obligations of the IPC Companies to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of the IPC Companies and may be waived by IPC Opco):
Additional Conditions Precedent to the Obligations. OF THE VIVENDI PARTIES, SOFIEE AND CANAL.
Additional Conditions Precedent to the Obligations of Xxxxx and --------------------------------------------------------------- CMI. In addition to the conditions contained in Section 8.1, the obligations of --- Xxxxx and CMI to effect the Exchange shall also be subject to the fulfillment at the Closing Date of each of the following conditions (unless waived in writing by Xxxxx and CMI):
Additional Conditions Precedent to the Obligations of the Company The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:
Additional Conditions Precedent to the Obligations of Pan American The obligations of Pan American to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of Pan American and may be waived by Pan American at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Pan American may have):
Additional Conditions Precedent to the Obligations of Agnico Agnico is not required to complete the Arrangement unless each of the following conditions precedent is satisfied, which conditions are for the exclusive benefit of Agnico and may only be waived, in whole or in part, by Agnico in its sole discretion:
Additional Conditions Precedent to the Obligations. OF THE COMPANY 8.1 Accuracy of Representations and Warranties............................................... 52 8.2 Compliance with Covenants and Agreements............................................... 52 8.3 Approval by Counsel.................................................................................. 52 8.4 Legal Opinion............................................................................................. 52 8.5 Securities Laws........................................................................................... 52 8.6 Release of Shareholder Guarantees.............................................................. 52
Additional Conditions Precedent to the Obligations of the --------------------------------------------------------- Company and Stockholders. In addition to the conditions contained in Section ------------------------ 6.01, the obligations of the Company and the Stockholders to effect the Merger shall also be subject to the fulfillment at the Effective Time of each of the following conditions:
Additional Conditions Precedent to the Obligations of Yamana The obligation of Yamana to complete the Arrangement is subject to the fulfillment of each of the following additional conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Xxxxxx and may be waived by Xxxxxx, in whole or in part at any time, in its sole discretion, without prejudice to any other rights which Xxxxxx may have): (a) the representations and warranties of Gold Fields set forth in (i) Sections (a) [Organization and Qualification], (b) [Authority Relative to this Agreement] and (u)(ii) [Absence of Certain Changes or Events – No Gold Fields Material Adverse Effect] of Schedule 4.1, shall be true and correct in all respects as of the date of this Agreement, and as of the Effective Time as if made as at and as of such time; (ii) the representations and warranties of Gold Fields set forth in Section (g) [Capitalization] of Schedule 4.1 shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement, and as of the Effective Time as if made as at and as of such time; and (iii) all other representations and warranties of Gold Fields set forth in this Agreement shall be true and correct (x) in all respects as of the date of this Agreement, and in all respects as of the Effective Time as if made at and as of such time (disregarding for purposes of this clause (iii)(y) of this Section 6.3(a) any materiality or Gold Fields Material Adverse Effect qualification contained in any such representation or warranty); except that any representation and warranty in each of the foregoing clauses (i), (ii) and (iii) that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date, and except in the case of the foregoing clause (iii)(y) where the failure to be so true and correct in all respects, individually and in the aggregate, does not constitute a Gold Fields 64 Material Adverse Effect, and Gold Fields shall have provided to Yamana a certificate of two senior officers of Gold Fields certifying (on Gold Fields’ behalf and without personal liability) the foregoing dated the Effective Date; (b) Gold Fields shall have complied in all respects with its covenants in Section 2.13 [Payment of Consideration] and in all material respects with its other covenants herein and Gold Fields shall have provided to Yamana a certificate of two senior officers of Gold Fields certifying (on Gold Fields’ ...
Additional Conditions Precedent to the Obligations of the Purchaser and Newco The obligations of the Purchaser and Newco to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent, each of which is for the exclusive benefit of the Purchaser and Newco and may be waived by them:
