Common use of Purchaser Conditions Clause in Contracts

Purchaser Conditions. The Vendors acknowledge and agree that the obligations of the Purchaser to complete the transactions contemplated by this Agreement, including the purchase of the Purchased Shares, shall be subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole and absolute discretion: (a) the Purchaser being satisfied with the results of its due diligence investigations of the Corporation and the Vendors, it its sole and unfettered discretion; (b) all consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required to be obtained in connection with the completion of any of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, including and any consents required under Contracts shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably; (c) there shall have been no Material Adverse Effect in respect of the Corporation Business, the results of operations, Assets, Liabilities, condition (financial or otherwise) or affairs of the Corporation since the date of this Agreement; (d) all of the representations and warranties of the Corporation and the Vendors made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly permitted by this Agreement) and the Purchaser shall have received a certificate from the each of the Corporation and Vendors confirming the truth and correctness of such representations and warranties; (e) there shall be no prohibition under applicable Laws against the consummation of the transactions contemplated by this Agreement; (f) there shall be no Order issued delaying, restricting or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws; (g) the Vendors shall have performed or complied with, in all respects, all its obligations and covenants under this Agreement and the Purchaser shall have received a certificate from each of the Corporation and the Vendors confirming such performance or compliance, as the case may be; (h) the Purchaser shall have: (i) filed a long form prospectus (the “Prospectus”) with the Canadian securities regulators in connection with a listing of the Purchaser’s Shares (the “Listing”) on the Exchange, and obtained a final receipt for the Prospectus from Canadian securities regulators in each applicable jurisdiction; and (ii) received of all required approvals in connection with the Prospectus and the Listing, including, without limitation, the conditional approval of the Exchange for the Listing, with Listing subject to fulfilling the customary listing requirements of the Exchange; (i) the board of directors of the Purchaser at the Closing Time shall consist of (i) two nominees of the Vendors (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, each an Executive Co-Chair), and

Purchaser Conditions. The Vendors acknowledge and agree that the obligations of Purchaser hereunder in connection with the Purchaser to complete the transactions contemplated by this Agreement, including the purchase of the Purchased Shares, shall be Initial Closing and Second Closing are subject to the following conditions being satisfied met: 1. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing of the representations and warranties of the Company and the Seller contained herein (unless made as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); 2. all obligations, covenants and agreements of the Company and the Seller required to be performed at or prior to the applicable Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole and absolute discretion: (a) the Purchaser being satisfied with the results of its due diligence investigations of the Corporation and the Vendors, it its sole and unfettered discretion; (b) all consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required to be obtained in connection with the completion of any of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, including and any consents required under Contracts shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonablyperformed; (c) 3. the delivery by the Company of the items required pursuant to this Agreement; 4. there shall have been no Material Adverse Effect in with respect to the Company; 5. as to the Initial Closing, the Company shall have notified FINRA of the Corporation Businessforthcoming Rule 1017 Application and timing thereof; 6. as to the Second Closing, A. to the extent the Estimated Transferred Equity is a negative number, the results of operations, Assets, Liabilities, condition (financial or otherwise) or affairs Seller will have paid to Purchaser funds equal to the positive equivalent of the Corporation since Estimated Transferred Equity as determined according to Section IV.b.ii.(A); and B. the date of this Agreement; (d) all Company shall have obtained the approval by FINRA of the representations and warranties of the Corporation and the Vendors made in Rule 1017 Application or pursuant to this Agreement FINRA Rule 1017(c)(1), the Parties shall be true have agreed to effect a change in ownership and correct in all material respects as at the Closing Time and with the same effect as if made at and as control of the Company prior to the receipt of final FINRA approval and 7. from the Effective Date to the applicable Closing Time (except as such representations and warranties may be affected Date, a banking moratorium shall not have been declared either by the occurrence United States or New York State authorities nor shall there have occurred any material outbreak or escalation of events hostilities or transactions expressly permitted by this Agreement) and the Purchaser shall have received a certificate from the each of the Corporation and Vendors confirming the truth and correctness other national or international calamity of such representations and warranties; (e) there shall be no prohibition under applicable Laws against magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the consummation reasonable judgment of Purchaser, makes it impracticable or inadvisable to purchase consummate the transactions contemplated by this Agreement; (f) there shall be no Order issued delaying, restricting or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws; (g) the Vendors shall have performed or complied with, in all respects, all its obligations and covenants under this Agreement and the Purchaser shall have received a certificate from each of the Corporation and the Vendors confirming such performance or compliance, as the case may be; (h) the Purchaser shall have: (i) filed a long form prospectus (the “Prospectus”) with the Canadian securities regulators in connection with a listing of the Purchaser’s Shares (the “Listing”) on the Exchange, and obtained a final receipt for the Prospectus from Canadian securities regulators in each applicable jurisdiction; and (ii) received of all required approvals in connection with the Prospectus and the Listing, including, without limitation, the conditional approval of the Exchange for the Listing, with Listing subject to fulfilling the customary listing requirements of the Exchange; (i) the board of directors of the Purchaser at the Closing Time shall consist of (i) two nominees of the Vendors (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, each an Executive Co-Chair), andhereunder.

Purchaser Conditions. The Vendors acknowledge and agree that Unless waived in writing by the Purchaser, the obligations of the Purchaser to complete consummate the transactions contemplated by this Agreement, including the purchase of the Purchased Shares, shall herein will be subject to the following conditions being satisfied fulfillment in all respects, after the date hereof and on or prior to before the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole and absolute discretionfollowing conditions: (ai) there will be no injunction, restraining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the Purchaser being satisfied with the results of its due diligence investigations consummation of the Corporation Closing, and no action, suit, proceeding, investigation or inquiry shall be pending or threatened that seeks to restrain or prohibit the Vendors, it its sole and unfettered discretionconsummation of the Closing; (bii) the Seller shall have acquired all consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required to be obtained in connection with the completion of any of the transactions contemplated membership interests in the Company owned by this Agreement, Calumet or its Affiliates (the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, including and any consents required under Contracts shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably“Calumet Transaction”); (ciii) there shall have been no Material Adverse Effect in respect of the Corporation Business, the results of operations, Assets, Liabilities, condition (financial or otherwise) or affairs of the Corporation since the date of this Agreement; (d) all of the representations and warranties of Seller contained in Section 3.1, Section 3.3, Section 3.23, Section 4.1, Section 4.2 and Section 4.6 shall be true and correct in all respects as of the Corporation date hereof and as of the Vendors Closing Date as though made on the Closing Date; (iv) the other representations and warranties of Seller contained in or pursuant to this Agreement that are qualified as to materiality or Material Adverse Change shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects respects, in each case, as at of the Closing Time and with the same effect as if made at date hereof and as of the Closing Time Date as though made on the Closing Date; (except as such representations v) the Seller shall have performed and warranties may be affected by the occurrence of events or transactions expressly permitted by complied in all material respects with its covenants and agreements under this Agreement; (vi) all of the consents, approvals, notices and filings set forth on Schedule 3.2(a) shall have been obtained or made and shall be in full force and effect; (vii) no Material Adverse Change, individually or in the aggregate, shall occur on or before the Closing Date; (viii) the Purchaser shall have received a certificate from certificate, dated the Closing Date and signed by a duly authorized officer of the Seller, that each of the Corporation and Vendors confirming the truth and correctness of such representations and warrantiesconditions set forth in Section 2.3(b) have been satisfied; (eix) there shall be no prohibition under applicable Laws against (1) pending or threatened litigation or other administrative or judicial action or proceedings, commenced by any Governmental Authority, Antitrust Authority or third party, whether oral or in writing, to prevent or materially interfere with the consummation of the transactions contemplated Acquisition; (2) outstanding Civil Investigative Demand or subpoena issued by this Agreement;the U.S. Federal Trade Commission to the Purchaser or the Seller with respect to the Acquisition; or (3) decision or ruling (whether temporary, preliminary or permanent) by any Governmental Authority, Antitrust Authority or court that would restrain, enjoin, postpone or prohibit the parties from consummating the Acquisition; and (f) there shall be no Order issued delaying, restricting or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws; (gx) the Vendors shall have performed Seller has delivered or complied with, in all respects, all its obligations and covenants under this Agreement and the Purchaser shall have received a certificate from each of the Corporation and the Vendors confirming such performance or compliance, as the case may be; (h) the Purchaser shall have: (i) filed a long form prospectus (the “Prospectus”) with the Canadian securities regulators in connection with a listing of the Purchaser’s Shares (the “Listing”) on the Exchange, and obtained a final receipt made available for the Prospectus from Canadian securities regulators in each applicable jurisdiction; and (ii) received of all required approvals in connection with the Prospectus and the Listing, including, without limitation, the conditional approval of the Exchange for the Listing, with Listing subject to fulfilling the customary listing requirements of the Exchange; (i) the board of directors of the Purchaser at the Closing Time shall consist of (i) two nominees of the Vendors (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇delivery, each an Executive Co-Chairitem set forth in Section 2.2(a), and.

Purchaser Conditions. The Vendors acknowledge and agree that the obligations of the Purchaser to complete the transactions contemplated by this Agreement, including the purchase of the Purchased Shares, shall be subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole and absolute discretion: (a) the Purchaser being satisfied with the results of its due diligence investigations of the Corporation and the Vendors, it its sole and unfettered discretion; (b) all consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required to be obtained in connection with the completion of any of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, including and any consents required under Contracts shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably; (c) there shall have been no Material Adverse Effect in respect of the Corporation Business, the results of operations, Assets, Liabilities, condition (financial or otherwise) or affairs of the Corporation since the date of this Agreement; (d) all of the representations and warranties of the Corporation and the Vendors made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly permitted by this Agreement) and the Purchaser shall have received a certificate from the each of the Corporation and Vendors confirming the truth and correctness of such representations and warranties; (e) there shall be no prohibition under applicable Laws against the consummation of the transactions contemplated by this Agreement; (f) there shall be no Order issued delaying, restricting or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws; (g) the Vendors shall have performed or complied with, in all respects, all its obligations and covenants under this Agreement and the Purchaser shall have received a certificate from each of the Corporation and the Vendors confirming such performance or compliance, as the case may be; (h) ; If any of the foregoing conditions in this Section 8.1 has not been fulfilled by Closing, the Purchaser shall have: (i) filed a long form prospectus (may terminate this Agreement by notice in writing to the “Prospectus”) Vendors; however, the Purchaser may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the Canadian securities regulators event of non-fulfilment of any other condition, in connection with a listing of the Purchaser’s Shares (the “Listing”) on the Exchangewhole or in part, and obtained a final receipt or to its rights to recover damages for the Prospectus from Canadian securities regulators breach of any representation, warranty, covenant or condition contained in each applicable jurisdiction; and (ii) received of all required approvals in connection with the Prospectus and the Listing, including, without limitation, the conditional approval of the Exchange for the Listing, with Listing subject to fulfilling the customary listing requirements of the Exchange; (i) the board of directors of the Purchaser at the Closing Time shall consist of (i) two nominees of the Vendors (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, each an Executive Co-Chair), andthis Agreement.

Purchaser Conditions. The Vendors acknowledge and agree that the obligations obligation of the Purchaser to complete the transactions contemplated by this Agreement, including the purchase of the Purchased Shares, Shares and to pay the Purchase Price shall be subject to the following conditions being satisfied on satisfaction or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, waiver by the Purchaser in its sole and absolute discretionof the following conditions on or before the date of a Closing (a “Closing Date”) with such Purchaser: (ai) the Purchaser being satisfied with the results of its due diligence investigations of the Corporation and the Vendors, it its sole and unfettered discretion; (b) all consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required to be obtained in connection with the completion of any of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, including and any consents required under Contracts shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably; (c) there shall have been no Material Adverse Effect in respect of the Corporation Business, the results of operations, Assets, Liabilities, condition (financial or otherwise) or affairs of the Corporation since the date of this Agreement; (d) all of the representations and warranties of the Corporation and the Vendors made Company contained in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as for any such representations and warranties may that are qualified by their terms by a reference to materiality or material adverse effect, which representation as so qualified shall be affected true and correct in all respects) at and on such Closing Date as if made on such date; (ii) the Board of Directors of the Company shall have approved the Private Placement, the transactions contemplated thereby and the entry by the occurrence Company into each of events or transactions expressly permitted the agreements, including the Transaction Documents contemplated therein; (iii) the Registration Rights Agreement shall have been executed and delivered by this Agreementthe Company; (iv) and certificates representing the Purchaser Purchased Shares have been delivered to the Purchaser; (v) the Placement Agent shall have received a certificate from the each of the Corporation and Vendors confirming the truth and correctness of such representations and warranties; (e) there shall be no prohibition under applicable Laws against the consummation of the transactions contemplated by this Agreement; (f) there shall be no Order issued delaying, restricting or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws; (g) the Vendors shall have performed or complied with, in all respects, all its obligations and covenants under this Agreement and the Purchaser shall have received a certificate from each of the Corporation and the Vendors confirming such performance or compliance, as the case may be; (h) the Purchaser shall have: (i) filed a long form prospectus (the “Prospectus”) with the Canadian securities regulators in connection with a listing of the Purchaser’s Shares (the “Listing”) on the Exchange, and obtained a final receipt for the Prospectus from Canadian securities regulators in each applicable jurisdiction; and (ii) received of all required approvals in connection with the Prospectus and the Listing, including, without limitation, the conditional approval of the Exchange for the Listing, with Listing subject to fulfilling the customary listing requirements of the Exchange; (i) the board of directors of the Purchaser at the Closing Time shall consist of (i) two nominees of the Vendors (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Traurig, P.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇Matry, each Meiri & Co., counsel for the Company, an Executive Co-Chair)opinion, dated as of the Initial Closing, in form and substance reasonably acceptable to the Placement Agent; (vi) the Minimum (as defined in the Offering Memorandum) amount of funds shall have been raised by the Company in connection with the Private Placement; and (vii) there must not have been commenced or threatened against the Company, or against any Affiliate of the Company, any proceeding, action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereunder or the Private Placement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereunder or the Private Placement.

Purchaser Conditions. The Vendors acknowledge and agree that Purchaser undertakes to the obligations Seller to use reasonable endeavours to satisfy or procure the satisfaction of all of the Purchaser to complete Conditions as soon as practicable following the transactions contemplated by date of this Agreement, including the purchase of the Purchased Shares, shall be subject to the following conditions being satisfied and in any event on or prior to before the Closing Long Stop Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole and absolute discretion. For that purpose: (a) the Purchaser being satisfied with the results of its due diligence investigations shall undertake all of the Corporation and the Vendors, it its sole and unfettered discretionsteps set out in clause 4.5 below; (b) all consentsthe Purchaser shall be required to: (i) propose, approvalsnegotiate, Orders offer to commit and authorizations effect, by consent, decree, undertaking, hold separate order, or otherwise, the sale, divestiture, licence or disposition of such assets or businesses of the Purchaser or any Person member of the Purchaser's Group, or of the Business, or of a combination of such assets or businesses of the Purchaser, any member of the Purchaser's Group and/or the Business (and registrationseach, declarations, filings or recordings with any Governmental Authoritya "Divestment"), provided that the Purchaser shall not be required to be obtained propose, negotiate, offer to commit and effect any Divestment (alone or taken together with other Divestments) of assets and/or businesses with a value exceeding [***]; and/or (ii) in connection respect of remedies not covered by clause 4.4(b)(i) above, offer to take or offer to commit to take any action (including any action that limits its freedom of action, ownership or control with the completion of respect to, or its ability to retain or hold, any of the transactions contemplated by this Agreementbusinesses, the execution of this Agreementassets, the Closing product lines, properties or the performance of any services of the terms and conditions Purchaser, any member of this Agreementthe Purchaser's Group and/or the Business), including and provided that the Purchaser shall not be required to take or offer to commit to take any consents required under Contracts shall have been obtained at action which (alone or before the Closing Time on terms acceptable to taken together with other actions) the Purchaser, acting reasonably;, considers to be material in the context of the Purchaser's Group; and (c) there the Purchaser shall have been no Material Adverse Effect use all reasonable endeavours to avoid: (i) the commencement of any "Phase II" or analogous investigation into the transactions contemplated in respect of the Corporation Business, the results of operations, Assets, Liabilities, condition (financial or otherwise) or affairs of the Corporation since the date of this Agreement; (dii) all of the representations and warranties of the Corporation and the Vendors made in any suit being brought before any court or pursuant tribunal to this Agreement shall be true and correct in all material respects as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly permitted by this Agreement) and the Purchaser shall have received a certificate from the each of the Corporation and Vendors confirming the truth and correctness of such representations and warranties; (e) there shall be no prohibition under applicable Laws against the consummation of enjoin the transactions contemplated by in this Agreement;; and/or (fiii) there shall be no Order issued delaying, restricting the issuing of any decision to prohibit the acquisition or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the other transactions contemplated by in this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws; (g) the Vendors shall have performed or complied with, in all respects, all its obligations and covenants under this Agreement and the Purchaser shall have received a certificate from each of the Corporation and the Vendors confirming such performance or compliance, as the case may be; (h) the Purchaser shall have: (i) filed a long form prospectus (the “Prospectus”) with the Canadian securities regulators in connection with a listing of the Purchaser’s Shares (the “Listing”) on the Exchange, and obtained a final receipt for the Prospectus from Canadian securities regulators in each applicable jurisdiction; and (ii) received of all required approvals in connection with the Prospectus and the Listing, including, without limitation, the conditional approval of the Exchange for the Listing, with Listing subject to fulfilling the customary listing requirements of the Exchange; (i) the board of directors of the Purchaser at the Closing Time shall consist of (i) two nominees of the Vendors (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, each an Executive Co-Chair), andAgreement.