Conditions of Closing Clause Samples

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 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 following are conditions precedent to the obligations of the Agent to complete the Closing and of the Purchasers to purchase the Offered Securities at the Closing Time, which conditions the Corporation covenants and agrees to use its 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 Agent: (a) the Corporation shall have caused its counsel, Stikeman Elliott LLP, to deliver to the Agent legal opinions dated and delivered on the Closing Date addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent acting reasonably, with respect to the following matters: (i) the Corporation being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Applicable Securities Laws in the Qualifying Jurisdictions; (ii) the Corporation being a corporation existing under the laws of the Business Corporations Act (British Columbia); (iii) the Corporation having the corporate power and capacity to own and lease its property and assets and to conduct its Business as described in the Final Prospectus; (iv) the authorized and issued share capital of the Corporation; (a) that the Subsidiary is a corporation existing under the laws of the jurisdiction in which it exists, and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; and (b) as to the issued and outstanding shares of the Subsidiary registered, directly or indirectly, in the name of the Corporation; (vi) the Corporation having all necessary corporate power and capacity to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities, the Corporate Finance Fee Shares and the Broker’s Warrants, to issue the Warrant Shares issuable upon the exercise of the Warrants and to issue the Broker Shares issuable upon the exercise of the Broker’s Warrants; (vii) the Corporation has the necessary corporate power and authority to sign and deliver the Preliminary Prospectus and the Final Prospectus and all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (viii) the Offered Shares and the Corporate...

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. 9.1 The purchase and sale of the Purchased Securities and the Closing will be conditional upon and subject to the following conditions being fulfilled at or prior to the Time of Closing, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled at or prior to the Time of Closing and which conditions in paragraphs (c), (d) and (e) may be waived in writing in whole or in part by the Underwriters: (a) the Corporation will have made or obtained the necessary filings, approvals, consents and acceptances of the appropriate Securities Commissions, the Exchange and the NYSE required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the Offering as herein contemplated, it being understood that the Underwriters shall do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) the directors of the Corporation shall have authorized and approved this Agreement, the issuance of the Purchased Securities, and all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of Closing; (c) it shall be the case that, and the Corporation will deliver to the Underwriters a certificate of the Corporation and signed on behalf of the Corporation by the Chief Executive Officer or an executive officer of the Corporation and the Chief Financial Officer of the Corporation (or such officers of the Corporation as may be acceptable to the Underwriters) addressed to the Underwriters and dated the Closing Date in form satisfactory to their counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, certifying that:

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. 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 obligation of the Agent to complete the Offering and of the Purchasers to purchase (i) the Initial Special Warrants at the Time of Closing on the Closing Date and, (ii) if applicable, the Additional Securities at the Time of Closing on the Purchaser’s Option Closing Date, shall be subject to the following: (a) The Agent will receive at the Time of Closing on the Closing Date, a legal opinion addressed to the Purchasers, the Agent and its counsel dated the Closing Date, from the Company’s Canadian counsel, DLA Piper (Canada) LLP, and from local counsel (in respect of matters governed by laws of any Qualifying Jurisdiction where the Company’s counsel is not qualified to practice), in each case in form and substance satisfactory to the Agent and its counsel, acting reasonably, with respect to the following matters: (i) the Company is incorporated and validly existing under the laws British Columbia, and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets; (ii) as to the authorized and issued capital of the Company; (iii) the Initial Special Warrants have been duly and validly created, authorized and issued; (iv) the Additional Special Warrants have been duly and validly created, authorized and reserved for issuance, and upon the exercise of the Purchaser’s Option in accordance with its terms, including the payment of the Issue Price per Additional Special Warrant, will be duly and validly issued; (v) the Unit Shares comprised in the Units (including for certainty, any Additional Units) have been duly and validly created, authorized, and reserved for issuance and, upon the deemed exercise of the Special Warrants in accordance with the terms of the Special Warrant Indenture, or the exercise of the Purchaser’s Option after the Qualification Date including payment of the aggregate issue price per Additional Unit, as applicable, will be duly and validly issued; (vi) the Warrants comprised in the Units (including for certainty, any Additional Units) have been authorized and reserved for issuance and, upon the deemed exercise of the Special Warrants in accordance with the terms of the Special Warrant Indenture, or the exercise of the Purchaser’s Option after the Qualification Date including payment of the aggregate issue price per Additional Unit, as applicable, will be duly and validly issued and outstanding as fully paid securities of the Company; (vii) the Warrant Share...

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (i) ALL SUBSCRIBERS