In Favour of the Issuer Sample Clauses

In Favour of the Issuer the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the UXD Shareholders and UXD shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD Shareholders and UXD contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Shareholders and UXD as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXD, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against UXD at the Time of Closing which may, if determined against the interest of UXD, cause a Material Adverse Change to UXD; and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.
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In Favour of the Issuer the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Patriot Securityholders and Patriot shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing Date; (b) the representations and warranties of the Patriot Securityholders and Patriot contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot Securityholders and Patriot as of the Time of Closing, and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf of the Patriot Securityholders certifying such dated the Closing Date; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of Patriot, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against Patriot at the Time of Closing which may, if determined against the interest of Patriot, cause a Material Adverse Change to Patriot; (e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”); and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.2) will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.
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In Favour of the Issuer the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Pan Canadian Shareholders and Pan Canadian shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the Pan Canadian Shareholders and Pan Canadian contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Pan Canadian Shareholders and Pan Canadian as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of Pan Canadian, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against Pan Canadian at the Time of Closing which may, if determined against the interest of Pan Canadian, cause a Material Adverse Change to Pan Canadian; (e) each of the Pan Canadian Shareholders shall have executed the Pan Canadian Shareholder Consent Agreement and delivered a duly executed copy of such agreement and any other certificates, instruments, agreements or other documents required thereunder to the Issuer; and (f) all documents to be delivered pursuant to Section 8.2 will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterparts, original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.
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Related to In Favour of the Issuer

  • RECITALS OF THE ISSUER The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as set forth in this Indenture. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

  • Dissolution of the Issuer Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer in accordance with Section 9.2 of the Trust Agreement.

  • Termination of the Issuer’s Obligations The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

  • Description of the Securities and the Indenture The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

  • Repayment to the Issuer Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its written request unless an abandoned property law designates another Person or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.