Several Conditions. The obligation of each Party to complete the transactions contemplated hereby is subject to the fulfilment or waiver by the other Party of the following conditions on or before the Effective Time or such other time as specified below: (a) the representations and warranties made to such Party by the other Party in this Agreement shall be true and correct in all material respects (unless such representations and warranties are qualified by reference to materiality or Material Adverse Effect in which case such representations and warranties shall be true and correct) as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement); (b) each of the Parties shall have complied in all material respects with its covenants herein; (c) each Party shall have delivered to the other Party a certificate of one senior officer of the Party dated the Effective Date certifying the fulfillment of the conditions in subsections 5.2(a) and 5.2(b); (d) from the date hereof up to and including the Effective Time, there shall have been no change, condition, effect, event or occurrence which, in the reasonable judgment of such Party, has or is reasonably likely or expected to have a Material Adverse Effect on the other Party and/or its Subsidiaries, on the Arrangement or on the combined business that will result from the completion of the Arrangement; and (e) the Party shall not have become aware of any misrepresentation, untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document (including the Meeting Materials) filed by or on behalf of the other Party with any regulatory authority, stock exchange or other Governmental Entity in Canada or elsewhere or provided by that Party to the other Party. The foregoing conditions precedent are for the benefit of each Party and may be waived, in whole or in part, by such Party in writing at any time.
Appears in 1 contract
Several Conditions. The obligation of each Party to complete the transactions contemplated hereby is subject to the fulfilment or waiver by the other Party of the following conditions on or before the Effective Time or such other time as specified below:
(a) the representations and warranties made to such Party by the other Party in this Agreement shall be true and correct in all material respects (unless such representations and warranties are qualified by reference to materiality or Material Adverse Effect in which case such representations and warranties shall be true and correct) as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement);
(b) each of the Parties other Party shall have complied with or fulfilled in all material respects each of the covenants of that Party contained in this Agreement to be fulfilled or complied with its covenants hereinby it on or before the Effective Time;
(c) each there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of the other Party; and
(d) the other Party shall have delivered to the other first Party a certificate of one senior officer of the other Party (in each case without personal liability) addressed to the first Party dated the Effective Date certifying the fulfillment of the conditions in subsections 5.2(aSections 2.5(a), 2.5(b) and 5.2(b2.5(c).
(e) each party thereto shall have entered into and performed all of its obligations, as applicable, under:
(i) the NRC Distribution Agreement attached as Schedule "B";
(dii) from the date hereof up to and including SPD Share Purchase Agreement attached as Schedule "C";
(iii) the Effective Time, there shall have been no change, condition, effect, event or occurrence which, in GPUS Distribution Agreement attached as Schedule "D"
(iv) the reasonable judgment of such Party, has or is reasonably likely or expected to have a Material Adverse Effect on RH Share Purchase Agreement attached as Schedule "E";
(v) the other Party and/or its Subsidiaries, on AMB Contribution Agreement attached as Schedule "F";
(vi) the Arrangement or on Kudu Asset Purchase Agreement attached as Schedule "G";
(vii) the combined business that will result from the completion of the ArrangementSPD Subscription Agreement attached as Schedule "H"; and
(eviii) the Party shall not have become aware of any misrepresentationNTR Share Purchase Agreement attached as Schedule "I", untrue statement of a material fact, or an omission to state a material fact that is required except for such obligations as are to be stated fulfilled on or that is necessary to make a statement not misleading after the Effective Time in light accordance with the Plan of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document (including the Meeting Materials) filed by or on behalf of the other Party with any regulatory authority, stock exchange or other Governmental Entity in Canada or elsewhere or provided by that Party to the other Party. The foregoing conditions precedent are for the benefit of each Party and may be waived, in whole or in part, by such Party in writing at any timeArrangement.
Appears in 1 contract
Several Conditions. The obligation of each Party to complete the transactions contemplated hereby is subject to the fulfilment fulfillment or waiver by the other Party of the following conditions on or before the Effective Time Closing or such other time as specified below:
(a) the representations and warranties made to such Party by the other Party in this Agreement shall will be true and correct in all material respects (unless such representations and warranties are qualified by reference to materiality or Material Adverse Effect in which case such representations and warranties shall will be true and correct) as of the Effective Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall will be true and correct as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement);
(b) each of the Parties other Party shall have performed or complied with in all material respects their agreements and covenants contained in this Agreement required to be performed or complied with its covenants hereinat or prior to the Closing Date;
(c) each the other Party shall will have delivered to the other such Party a certificate of one senior officer of the other Party dated the Effective Closing Date certifying the fulfillment of the conditions in subsections 5.2(a6.2(a) and 5.2(b6.2(b);
(d) from the date hereof up to and including the Effective TimeClosing, there shall will have been no change, condition, effect, event or occurrence which, in the reasonable judgment of such Party, which has or is reasonably likely or expected to have a Material Adverse Effect on the other Party and/or its SubsidiariesParty, on the Arrangement Merger or on the combined business that will result from the completion of the ArrangementMerger, provided that a Party may not rely on this section to terminate this Agreement if the Material Adverse Effect is reasonably caused by actions of that Party; and
(e) the Party shall will not have become aware of any misrepresentation, untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document (including the Meeting Materials) filed by or on behalf of the other Party with any regulatory authority, stock exchange authority or other Governmental Entity in Canada or elsewhere or provided by that Party to the other Party. The foregoing conditions precedent are for the benefit of each Party and may be waived, in whole or in part, by such Party in writing at any time.
Appears in 1 contract
Sources: Merger Agreement (Sytsma Donald L)
Several Conditions. The obligation of each Party to complete the transactions contemplated hereby is subject to the fulfilment fulfillment or waiver by the other Party of the following conditions on or before the Effective Time or such other time as specified below:
(a) the representations and warranties made to such Party by the other Party in this Agreement shall will be true and correct in all material respects (unless such representations and warranties are qualified by reference to materiality or Material Adverse Effect in which case such representations and warranties shall will be true and correct) as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall will be true and correct as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement);
(b) each of the Parties other Party shall have performed or complied with in all material respects their agreements and covenants contained in this Agreement required to be performed or complied with its covenants hereinat or prior to the Closing Date;
(c) each the other Party shall will have delivered to the other such Party a certificate of one senior officer of the other Party dated the Effective Date certifying the fulfillment of the conditions in subsections 5.2(a6.2(a) and 5.2(b6.2(b);
(d) from the date hereof up to and including the Effective Time, there shall will have been no change, condition, effect, event or occurrence which, in the reasonable judgment of such Party, which has or is reasonably likely or expected to have a Material Adverse Effect on the other Party and/or its SubsidiariesParty, on the Arrangement Merger or on the combined business that will result from the completion of the ArrangementMerger, provided that a Party may not rely on this section to terminate this Agreement if the Material Adverse Effect is reasonably caused by actions of that Party; and
(e) the Party shall will not have become aware of any misrepresentation, untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document (including the Meeting Materials) filed by or on behalf of the other Party with any regulatory authority, stock exchange or other Governmental Entity in Canada or elsewhere or provided by that Party to the other Party. The foregoing conditions precedent are for the benefit of each Party and may be waived, in whole or in part, by such Party in writing at any time.
Appears in 1 contract