Conditions for the Benefit Sample Clauses

Conditions for the Benefit of the Vendor (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendor and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser set forth in Section 3.03 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing; (c) the Vendor will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendor or the Vendor's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; (d) the Purchaser will have delivered to the Vendor a favourable opinion of the Purchaser's U.S. counsel substantially in the form attached as Schedule 5.02(1)(d); (e) the Purchaser will have delivered to the Vendor a favourable opinion of the Purchaser's Canadian counsel substantially in the form attached as Schedule 5.02(1)(e); (f) prior to the Time of Closing, the Purchaser shall have made adequate provision for the immediate payment in full of (i) all claims of the unsecured creditors of the Vendor of which the Purchaser has notice and (ii) all claims of secured creditors of the Vendor of which the Purchaser has notice; (g) the Purchaser shall have delivered to the Vendor an acknowledgement that all indebtedness owed to the Purchaser in respect of demand promissory notes dated (i) Xxxxx 00, 0000, (xx) April 17, 1998, and (iii) April 22, 1998, is no longer owing or due and the Purchaser shall have delivered such demand promissory notes to the Vendor; (h) the Vendor shall be satisfied that Goods and Services Tax and Retail Sales Tax is not exigible in respect of the sale of the Purchased Assets by the Vendor to the Purchaser; and (i) the transactions contemplated by this Agreement shall have been approved by the Shareholders of the Vendor by special resolution, and no share...

Conditions for the Benefit of the Holders and the Company

Conditions for the Benefit of the Corporation --------------------------------------------- (a) The obligation of the Corporation to sell Purchased Shares on the First Equity Closing Date or the Second Equity Closing Date, as the case may be, is subject to the following terms and conditions which are for the exclusive benefit of the Corporation to be performed or complied with at or prior to the Time of Closing: (i) the representations and warranties of MGI set forth in Section 3.3 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (ii) MGI will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by MGI at or prior to the Time of Closing, including without limitation its obligation to deliver the Purchase Price pursuant to section 2.1(b) or section 6.1(b), as the case may be; (iii) MGI and the Corporation will have executed and delivered the License Agreement. (iv) MGI shall have become a party to the Unanimous Shareholders' Agreement and the Shareholders Agreement and shall have the benefit of, and be bound by, each of the provisions thereof; and (v) all approvals and consents, if any, required under the Shareholders' Agreement, the Unanimous Shareholders' Agreement or any other agreement of the Corporation in order to avoid a breach, violation or default thereunder as a result of the transactions contemplated hereby, shall have been obtained and any pre-emptive rights under such agreements shall have been waived, exercised or expired. (b) If any term or condition of MGI to be performed or complied with prior to or at the Time of Closing is not performed or complied with prior to or at the Time of Closing, the Corporation may terminate its obligations to sell any of the Purchased Shares not theretofore sold hereunder by written notice to that effect given to MGI prior to or at the Time of Closing.

Conditions for the Benefit of the Purchaser‌ The completion of the Business Combination is subject to the following conditions to be fulfilled or performed 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:

Conditions for the Benefit of the Vendors (a) the representations and warranties of the Purchaser set forth in Section 3.2 will be true and correct in all material respects; and (b) the Purchaser will have performed or complied with all of the obligations and covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or before Closing and shall have executed and delivered or caused to have been executed and delivered to the Vendors at the Closing all documentation and opinions as the Vendors’ Counsel reasonably requires.

Conditions for the Benefit of the Purchaser to be satisfied by the Closing Date

Conditions for the Benefit of the Vendors to be Satisfied by the Closing Date

Conditions for the Benefit of the Corporation and the Vendors