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 3.02 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; and
(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.
(2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendor at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Vendor, without limiting any other right that the Vendor has, may at its sole option either:
(a) rescind this Agreement by notice to the Purchaser, and in such event the Vendor will be released from all obligations hereunder; or
(b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendor rescinds this Agreement pursuant to Section 5.02(2)(a), the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendor has rescinded this Agreement was one that the Purchaser had covenanted to ensure had been performed or complied with, in which event the Purchaser will be liable to the Vendor for any Claims incurred by the Vendor directly or indirectly as a result of such breach.
Conditions for the Benefit of the Vendor. The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Vendor and may be waived, in whole or in part, by the Vendor in its sole discretion.
Conditions for the Benefit of the Vendor. The obligations of the Vendor to complete the Transactions will be subject to the fulfilment of the following conditions at or prior to the Closing Time:
Conditions for the Benefit of the Vendor. The transactions herein contemplated, including the sale and purchase of the Purchased Assets in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Vendor. Each of such conditions is to be fulfilled and/or performed at or prior to the Time of Closing. The Purchaser covenants and agrees to use commercially reasonable efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Time of Closing.
Conditions for the Benefit of the Vendor. The obligation of the Vendor to complete the sale of the Purchased Shares hereunder is subject to the satisfaction of, or compliance with, at or prior to the Time of Closing, each of the following conditions (each of which is acknowledged to be for the exclusive benefit of the Vendor):
Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Shares is subject to the following conditions which are for the exclusive benefit of the Vendor 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 shall be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time (except for representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of such date);
(b) the Purchaser shall have performed or complied in all material respects 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 Purchaser shall have delivered to the Vendor a certificate executed on it behalf by its duly authorized officer certifying that the conditions set forth in Sections 5.03(1)(a) and (b) have been satisfied; and
(d) the Vendor shall have been furnished the documents referred to in Section 2.02(3).
Conditions for the Benefit of the Vendor. The obligation of the Vendor to complete the transactions provided for in this Agreement is subject to the fulfilment of the following conditions precedent to the satisfaction of the Vendor on or prior to the Closing Date, it being understood that such conditions are included for the exclusive benefit of the Vendor and may be waived in writing in whole or in part by the Vendor at any time:
Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Shares is subject to the following conditions which are for the exclusive benefit of the Vendor 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 3.02 shall 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 shall 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 shall be furnished with such certificates, affidavits or statutory declarations 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 and complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of
(d) employment contracts on terms reasonable in the industry, including the usual car allowances, benefits, non-competition and non-solicitation provisions, shall be reached as set out below: Name Office Annual Salary Term Sxx Xxxxxx President Direct Reefer Services $120,000 3 Year Ixxxx Xxxxxx Vice President Direct Reefer Services $100,000 3 Year
Conditions for the Benefit of the Vendor. (1) The sale by the Vendor and the purchase by the Purchaser of the Shares is subject to the following conditions which are for the exclusive benefit of the Vendor to be performed or complied with at or prior to the Time of Closing:
(a) the representations and warranties of the Purchaser and Glacier set forth in Section 3.03 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time (except for representations and warranties that are made as of a specific date, which shall be true and correct as of such date) except to the extent that any breaches, inaccuracies or failures of such representations and warranties to be so true and correct would not individually or in the aggregate be material provided that this clause shall not, where a specific representation is qualified as to materiality, be deemed to result in a double-materiality standard;
(b) the Purchaser and Glacier shall have performed or complied, in all material respects, with all of the terms, covenants and conditions of this Agreement to be performed or complied with by them at or prior to the Time of Closing;
(c) the Purchaser and Glacier shall have delivered to the Vendor certificates executed on their behalf by duly authorized officers certifying that the conditions set forth in Sections 5.03(1)(a) and (b) have been satisfied;
(d) the Vendor shall have been furnished the documents referred to in Section 2.04(3);
(e) completion of the sale by HCPH of all of the shares of 3120575 Nova Scotia Company owned by HCPH to Glacier; and
(f) completion of the sale by HCPH of all of the shares of Great West Newspaper Group Ltd. owned by HCPH to 6490239 Canada Inc.
Conditions for the Benefit of the Vendor. The Vendor shall not be obliged to complete the sale herein provided for unless, at or prior to Closing, each of the following conditions shall have been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor and may be waived in writing by the Vendor at any time; and the Purchaser covenants and agrees with the Vendor to use its best efforts to ensure that such conditions are fulfilled at or prior to Closing:
