Common use of Conditions to Agent’s Obligations Clause in Contracts

Conditions to Agent’s Obligations. The obligations of Agent assumed on behalf of the Joint Venturers hereunder will be subject to the satisfaction or compliance with, at or before Closing, of each of the following conditions precedent (each of which is hereby acknowledged to be included for the exclusive benefit of Agent and may be waived in writing in whole or in part): a. the execution and delivery of all of the closing deliveries identified in Section 7.3; b. Subject to Agent's and the Joint Venturers' reliance on Alya's representation and warranty set out in subsection 4.1(r) herein, all legal and regulatory approvals and consents, whether from shareholders, governmental authorities or other third parties necessary to the completion of the transactions contemplated by the terms of this Agreement have been obtained; c. there will have been no material adverse change, financial or otherwise, in Alya or the Purchased Assets; d. Alya will have performed or complied with, in all respects, all of its undertakings, covenants and agreements hereunder to be performed or complied with; and e. the representations and warranties of Alya contained in Section 4.1 will be true and correct on Closing.