Common use of VENDOR’S CONDITIONS PRECEDENT Clause in Contracts

VENDOR’S CONDITIONS PRECEDENT. This Agreement and the obligations of the Vendor under this Agreement are subject to the fulfilment of the following conditions: (a) the Purchaser’s representations and warranties contained in this Agreement are true as of the Delivery Date and shall be true at and as of the Submission Date as though such representations and warranties were made as of such time; (b) the Purchaser shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it at or prior to the Submission Date; (c) between the date of this Agreement and the Delivery Date there has not been, and prior to the Submission Date there shall not have been, any event, condition, change of circumstances or other fact in relation to the Purchaser which has occurred that has had a material adverse impact on the Purchaser; and (d) the Vendor shall have received from the Purchaser a certified copy of resolutions of the directors of the Purchaser appointing two Vendor Nominees as additional directors of the Purchaser as of the Effective Date and assigning one of the Vendor Nominees to a three‐year term and one of the Vendor Nominees to a six‐ year term, with such Vendor Nominees having been chosen from the list of directors of the Vendor as contemplated in Article 8.1(d).

VENDOR’S CONDITIONS PRECEDENT. This Agreement and the obligations of the Vendor under this Agreement are subject to the fulfilment of the following conditions: (a) the Purchaser’s representations and warranties contained in this Agreement are true as of the Delivery Date and shall be true at and as of the Submission Date as though such representations and warranties were made as of such time; (b) the Purchaser shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it at or prior to the Submission Date; (c) between the date of this Agreement and the Delivery Date there has not been, and prior to the Submission Date there shall not have been, any event, condition, change of circumstances circumstance or other fact in relation to the Purchaser which has occurred that has had a material adverse impact on the Purchaser; and; (d) prior to the Effective Date, the Vendor shall have received from the Purchaser a certified copy of resolutions of the directors of the Purchaser appointing two the Vendor Nominees as additional directors of the Purchaser as of the Effective Date and assigning one each of the Vendor Nominees to a three‐year term and one of the Vendor Nominees to a six‐ one, two or three year term, with such Vendor Nominees having ; and (e) Competition Act Approval shall have been chosen from received prior to the list of directors of the Vendor as contemplated in Article 8.1(d)Effective Date.

VENDOR’S CONDITIONS PRECEDENT. This Agreement and the obligations of the Vendor under this Agreement are subject to the fulfilment of the following conditions: (a) the Purchaser’s representations and warranties contained in this Agreement are true as of the Delivery Date and shall be true at and as of the Submission Date as though such representations and warranties were made as of such time; (b) the Purchaser shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it at or prior to the Submission Date; (c) between the date of this Agreement and the Delivery Date there has not been, and prior to the Submission Date there shall not have been, any event, condition, change of circumstances or other fact in relation to the Purchaser which has occurred that has had a material adverse impact on the Purchaser; and (d) the Vendor shall have received from the Purchaser a certified copy of resolutions of the directors of the Purchaser appointing two Vendor Nominees as additional directors of the Purchaser as of the Effective Date and assigning one of the Vendor Nominees to a three‐year three-year term and one of the Vendor Nominees to a six‐ six- year term, with such Vendor Nominees having been chosen from the list of directors of the Vendor as contemplated in Article 8.1(d).

VENDOR’S CONDITIONS PRECEDENT. This Agreement and the obligations of the Vendor under this Agreement are subject to the fulfilment of the following conditions: (a) the Purchaser’s representations and warranties contained in this Agreement are true as of the Delivery Date and shall be true at and as of the Submission Delivery Date as though such representations and warranties were made as of such time; (b) the Purchaser shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it at or prior to the Submission Delivery Date; (c) between the date of this Agreement and the Delivery Date there has not been, and prior to the Submission Date there shall not have been, any been no event, condition, change of circumstances or other fact in relation to the Purchaser which has occurred between the date of this Agreement and the Delivery Date that has had a material adverse impact on the Purchaser; and; (d) the Vendor shall have received from the Purchaser a certified copy of resolutions of the directors of the Purchaser appointing two the Vendor Nominees as additional directors of the Purchaser as of the Effective Date and assigning one of the Vendor Nominees to a three‐year term the one, two and one three-year terms identified in the resolution of the Vendor Nominees to a six‐ year term, with such Vendor Nominees having been chosen from the list of directors of the Vendor as contemplated in Article 8.1(d); (e) the parties shall have submitted the prescribed pre-notification materials to the federal Competition Bureau pursuant to the Competition Act (Canada) and received confirmation of receipt of such materials and the applicable waiting period shall have expired and the parties have received notice from the Competition Bureau that it is of the view that there are not sufficient grounds to initiate proceedings under the merger provisions of the Competition Act (Canada) or the provisions of the Competition Act (Canada) are otherwise satisfied.