Common use of Conditions of the Offering Clause in Contracts

Conditions of the Offering. The U.S. Agents' obligations under this Agreement are conditional upon and subject to: (1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson Perraton LLP, Canadian counsel to the Corporation and ▇▇▇▇▇ ▇▇ves LLP, the Corporation's U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation) dated the Closing Date, addressed to the U.S. Agents and their counsel, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel; (2) the U.S. Agents having received the comfort letter referred to in Section 9(1)(a); (3) the U.S. Agents having received a comfort letter, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(1)(a);

Conditions of the Offering. The U.S. Agents' obligations under this Agreement are conditional upon and subject to: (1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson ▇▇▇▇▇▇▇▇ Perraton LLP, Canadian counsel to the Corporation and ▇▇▇▇▇ ▇▇ves LLP, the Corporation's U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange exchange officials or of the auditors or transfer agent of the Corporation) and Stoel Rives LLP, the Corporations' U.S. counsel dated the Closing Date, addressed to the U.S. Agents and their counsel, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel; (2) the U.S. Agents having received the comfort letter referred to in Section 9(1)(a); (3) the U.S. Agents having received a comfort letter, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(1)(a);