Closing Conditions in Favour of the Purchaser Clause Samples

Closing Conditions in Favour of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment on or before the Time of Closing of each of the following conditions: (a) each of the Vendor Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of such time and each of the other representations and warranties made by the Vendor in this Agreement shall be true and correct in all respects except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse Change (disregarding for purposes of this Section 7.1(a) any materiality, Material Adverse Change or similar qualification contained in any such representation or warranty), in each case as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, then as of such date, or except as affected by transactions contemplated or permitted by this Agreement), and the Vendor shall have provided to the Purchaser a certificate dated the Closing Date executed by a senior officer to the foregoing effect; (b) the Vendor shall have performed and complied in all material respects with all covenants, conditions and agreements required by this Agreement to be performed or complied with by the Vendor on or prior to the Time of Closing, and the Vendor shall have provided to the Purchaser a certificate dated the Closing Date executed by a senior officer to the foregoing effect; (c) there shall have been no Material Adverse Change since the date of this Agreement; (d) no provision of any applicable Law shall prohibit or make illegal the Closing, and no Governmental Authority or other person shall have instituted or threatened any proceeding seeking to impose any such restraint or prohibition, or otherwise make illegal, the Closing; (e) each of the Vendor Consents shall have been obtained in form and substance satisfactory to the Purchaser, acting reasonably, and be in effect as of the Closing Date; (f) the Purchaser shall have obtained any required approvals of the TSX and NYSE for the transactions contemplated by this Agreement, including the issuance of the Consideration Shares and the First Majestic Shares issuable pursuant to the Consideration Warrants, subject only to customary conditions; (g) the Vendor shall have caused the Corporation to dispose of all rig...

Closing Conditions in Favour of the Purchaser. The transactions contemplated hereby are subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfill or performed at or prior to the Time of Closing; (a) the representations and warranties of the Company set out herein shall be true and correct in all material respects (other than in respect of those representations and warranties which are already subject to a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on the date hereof and on and as at the Closing Date as if made on and as at such date; (b) no Material Adverse Effect shall have occurred on or after October 31, 2006; (c) no legal or regulatory acts nor proceedings shall be pending or threatened by any person which would, in the reasonable opinion of the Purchaser, enjoin, restrict or prohibit the issuance, sale or purchase of the Purchased Securities contemplated hereby; (d) the Shareholder Approval shall have been obtained; (e) the Board shall have waived, pursuant to section 6.1(b) of the Shareholder Rights Plan, the application of section 4.1 of the Shareholder Rights Plan to the purchase of the Purchased Securities and such waiver shall have been approved by the Shareholders; (f) the Company shall have duly executed and delivered the Investor Agreement to the Purchaser at the Time of Closing;

Closing Conditions in Favour of the Purchaser. The obligations of the Purchaser under this Agreement are subject to the conditions stated below which are for the exclusive benefit of the Purchaser and all or any of which may be waived by the Purchaser.