Conditions of Closing Clause Samples

Conditions of Closing. 8.1. Required Deliveries on or before the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the following: (a) the Intercreditor Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have re...

Conditions of Closing. The following are conditions precedent to the obligations of the Agents to complete the Closing and of the Purchasers to purchase the Shares at the Closing Time, which conditions the Company covenants and agrees to use its reasonable best efforts to fulfil within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agents: (a) the Company shall cause its counsel, Stikeman to deliver to the Agents legal opinions dated and delivered on the Closing Date, in form and substance satisfactory to the Agents acting reasonably, with respect to the following matters: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Provinces and it is not on the list of defaulting reporting issuers maintained by the Canadian Securities Regulators; (ii) the Company is a corporation existing under the laws of Yukon and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; (iii) the authorized and issued and outstanding share capital of the Company; (iv) the Company has all necessary corporate capacity, power and authority: (A) to execute and deliver this Agreement and the Compensation Option Certificates and to perform its obligations hereunder and thereunder; (B) to create, issue and sell the Shares and the Compensation Options; and (C) to issue the Compensation Shares issuable upon exercise of the Compensation Options in accordance with their terms; (v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Canadian Securities Regulators; (vi) upon the payment therefor, the Shares will have been validly issued as fully paid and non-assessable shares in the capital of the Company; (vii) the Compensation Options have been validly created; (viii) the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the exercise of the Compensation Options in accordance with the provisions thereof, such Compensation Shares will be validly issued as fully paid and non-assessable Common Shares; (ix) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the Compensation Option Certificates and the performance of its obligations...

Conditions of Closing. The obligations of the Fund to sell the Units to the Subscriber is subject to the following conditions being fulfilled or performed on or before the time of issuance of Units, which conditions are for the exclusive benefit of the Fund and the Manager and may be waived, in whole or in part, by the Manager in its sole discretion: (a) the Subscriber delivering or causing to be delivered to the Manager the following: (i) a fully completed and duly executed copy of this Subscription Agreement, including all relevant schedules and all other documentation contemplated by this Subscription Agreement; and (ii) the subscription price for the Units by way of a certified cheque, wire transfer or bank draft or such other method of payment acceptable to the Manager. (b) the Manager accepting the Subscriber’s subscription for the Units in whole or in part, which acceptance shall be in the Manager’s sole discretion, acting reasonably; (c) the offer, sale and issuance of the Units being exempt from the prospectus and registration requirements of Applicable Securities Laws. As used in this Subscription Agreement, “Applicable Securities Laws” means any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable in the jurisdictions in which the Units will be offered, sold and issued;

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provi...

Conditions of Closing. The obligation of any Purchaser to purchase and pay for any Notes is subject to the satisfaction, on or before the Closing Day for such Notes, of the following conditions:

Conditions of Closing. The obligations of the Dealers hereunder are subject to the satisfaction of the following conditions: (a) at the Time of Closing, the Corporation will cause its counsel, Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, to deliver to the Dealers and their counsel, Torys LLP, a favourable legal opinion with respect to all such matters as the Dealers may reasonably request, including, without limiting the generality of the foregoing: to the existence and corporate power and capacity of the Corporation; the creation, authorization, issue and sale of the Notes; the authorization of the Trust Indenture; that the attributes of the Notes are consistent in all material respects with the description thereof in the Term Sheets; that the form of global certificate representing the Notes has been approved by the Corporation and complies with the provisions of the Trust Indenture; that the Corporation has appointed the Trustee as trustee under the Trust Indenture; that the Trustee, at its principal office in the City of Toronto, has been duly appointed by the Corporation as the paying agent in respect of the Notes under the Trust Indenture; the enforceability of this Agreement, the Trust Indenture and the Notes; that the execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under this Agreement and the Trust Indenture, including the issuance of the Notes, do not and will not result in a breach of any of (A) the provisions of the constating documents of the Corporation, or (B) any law of general application applicable in the Offering Jurisdictions; the Trust Indenture complies with the provisions of the CBCA and the Business Corporations Act (Ontario); the issuance of the Notes under the Trust Indenture complies with the provisions of the CBCA; the reporting issuer status of the Corporation under applicable Canadian Securities Laws; that no authorization, consent or approval of, or registration, filing or recording of the Trust Indenture with, any governmental or regulatory authority under any applicable statute or regulation of general application of the Province of Ontario or of Canada applicable therein is necessary in order to preserve or protect the validity or enforceability of the Trust Indenture; and that the offering, issuance, sale and delivery of the Notes by the Corporation to purchasers in the Offering Jurisdictions, in accordance with the terms and conditions of this Agreement, is, or will be exempt from the prospectus require...

Conditions of Closing. The parties' respective obligations to consummate the Exchange are as set forth below. (i) The Acquiror's obligation to consummate the Exchange is conditioned on the occurrence of, or waiver of, the following: (A) due diligence satisfactory to the Acquiror; (B) approval of the Exchange by the Board of Directors of the Acquiror; (C) Acquiree shall have no more than four hundred (400) shares of its common stock outstanding; (D) Acquiree shall have retained a firm of independent auditors to conduct a review of Acquiree's financial statements for the Acquiree's two most recent annual financial statements and other periods for which audited financial statements or a review are required under the Exchange Act; (E) the representations and warranties of the Acquiree set forth in this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date; (F) all third-party consents reasonably deemed necessary by the Acquiror shall have been received; and (G) all documents, exhibits and schedules required to be delivered by the Acquiree or the Shareholders hereunder shall have been delivered, or waived by the Acquiror. (ii) The Acquiree's and Shareholders' obligation to consummate the Exchange is conditioned on the occurrence of, or waiver of, the following: (A) due diligence satisfactory to the Acquiree; (B) approval of the Exchange by the (x) Board of Directors of the Acquiree and (y) Shareholders; (C) Acquiror shall have no more than 20,000,000 shares of Common Stock outstanding. (D) the representations and warranties of the Acquiror set forth in this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date; (E) all third-party consents reasonably deemed necessary by the Acquiree; and (F) all documents, exhibits and schedules required to be delivered by the Acquiror hereunder shall have been delivered or waived by the Acquiree and the Shareholders.

Conditions of Closing. The parties hereto agree that it shall be a condition of the execution of this Agreement that prior to or contemporaneously with the execution of this Agreement: (a) this Agreement shall be approved by the Board of Directors of the Company.

Conditions of Closing. The Subscriber acknowledges and agrees that as the sale of the Purchased Units will not be qualified by a prospectus, such sale is subject to the condition that the Subscriber execute and return to the Corporation all relevant documentation required by applicable securities legislation, regulations and policies. Accordingly, the Subscriber agrees to: (a) provide the Corporation with such information and documents, including certificates, statutory declarations and undertakings, as the Corporation may reasonably require from time to time to comply with any filing or other requirements under applicable provincial securities legislation and policies; and (b) comply with the provisions of any applicable securities legislation and policies with respect thereto concerning any resale of the Purchased Securities.