CLOSING CONDITIONS & COVENANTS Sample Clauses

CLOSING CONDITIONS & COVENANTS. 4.1 Conditions to the Purchaser's Obligations. The Purchaser's obligations to purchase and pay for the Shares are subject to the following conditions:
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CLOSING CONDITIONS & COVENANTS. Each party's obligations under the Definitive Agreements will be subject to customary closing conditions, including the approval of the Transaction by the Board of Directors of Debtor and Acquirer, non-termination of certain Key Customer Contracts, and the approval of the Transaction by the Court and the effectiveness of the Sales Orders either through finality or through waiver of the stays under Bankrupt Rules 6004 and 6006 in the Sales Order. It will be a condition of Acquirer's obligation to enter into the Definitive Agreements and proceed with the Transaction but will not be a condition of closing that the results of Acquirer's due diligence investigation of Debtor and its assets and customers be reasonably satisfactory to Acquirer. The Definitive Agreements will also contain customary pre-closing covenants of Debtor, including using best efforts to preserve its Assets and relationships with customers and suppliers.
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CLOSING CONDITIONS & COVENANTS. Section 8.1 Closing Conditions for the Benefit of the Purchaser. 24 Section 8.2 Closing Conditions for the Benefit of the Vendor. 26 Section 8.3 Covenants of the Purchaser. 27 ARTICLE 9 INDEMNIFICATION Section 9.1 Duration of Liability 28 Section 9.2 Indemnification in Favour of the Purchaser. 28 Section 9.3 Indemnification in Favour of the Vendor. 29 Section 9.4 Limitations on Indemnification. 30 Section 9.5 Notification. 30 Section 9.6 Direct Claims. 31 Section 9.7 Procedure for Third Party Claims. 31 Section 9.8 Exclusion of Other Remedies. 32 Section 9.9 Duty to Mitigate. 33 Section 9.10 Right to Set-Off 33 Section 9.11 Adjustment to Purchase Price 33 Section 9.12 After-Tax Basis 33 ARTICLE 10 TERMINATION Section 10.1 Termination Rights. 33 ARTICLE 11 MISCELLANEOUS Section 11.1 Guarantee from the Purchaser Parent. 34 Section 11.2 Notices. 35 Section 11.3 Further Assurances. 36 Section 11.4 Third Party Beneficiaries. 36 Section 11.5 Announcements. 36 Section 11.6 Expenses. 37 Section 11.7 Amendments. 37 Section 11.8 Waiver. 37 Section 11.9 Non-Merger. 37 Section 11.10 Entire Agreement. 37 Section 11.11 Successors and Assigns. 37 Section 11.12 Severability. 37 Section 11.13 Governing Law. 38 Section 11.14 Counterparts. 38 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is dated June 11, 2019, between CannaPharmaRx Canada Corp. (the “Purchaser”), CannaPharmaRx, Inc. (the “Purchaser Parent”) and Sunniva Inc. (the “Vendor”).
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CLOSING CONDITIONS & COVENANTS. Section 8.1 Closing Conditions for the Benefit of the Purchaser. The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied at or prior to Closing, 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 discretion:
Sample 1
CLOSING CONDITIONS & COVENANTS. Each party's obligations will be subject to customary closing conditions, including, without limitation, (i) those required to implement the deal terms described above, (ii) the negotiation of payment terms in respect of the accounts payable and other commitments owed by VPTII to third parties on terms satisfactory to Franklin, and (iii) such other conditions as the parties shall mutually agree upon.
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CLOSING CONDITIONS & COVENANTS. Section 8.1 Closing Conditions for the Benefit of the Purchaser. .............................................................. 24 Section 8.2 Closing Conditions for the Benefit of the Vendor. .................................................................. 27 Section 8.3 Covenants of the Purchaser. ....................................................................................................... 28
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CLOSING CONDITIONS & COVENANTS 
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Related to CLOSING CONDITIONS & COVENANTS

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Closing Covenants (y) The Purchaser agrees with the Vendor that after closing he:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

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