Common use of Conditions for the Benefit of Vendor Clause in Contracts

Conditions for the Benefit of Vendor. (1) The transfer by the Vendor and the acquisition by the Purchaser of the Asset are subject to the following conditions which are for the exclusive benefit of the Vendor to be performed or complied with on or before the Closing Date; a) The representations and warranties of the Purchaser set forth in Section 3.3 shall be true and correct on the Closing Date 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 on or before the Closing Date; 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 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 on or before the Closing Date have been performed and complied with, and that the representations and warranties of the Purchaser herein given are true and correct on the Closing Date; d) All necessary stops and proceedings shall have been taken to permit the EOS Inc. Shares to be duly and regularly issued to the Vendor; e) The EOS Inc. Shares shall have been conditionally approved for listing by the Exchange, and subject to any other conditions or restrictions imposed by the Exchange or any other applicable securities regulatory authority; and f) The form and legality of all matters incidental to the transfer by the Vendor and the acquisition by the Purchaser of the Shares and issuance and listing of the EOS Shares shall be subject to the approval of the Vendor’s legal council, acting reasonably.

Conditions for the Benefit of Vendor. (1) The transfer by Vendor shall be obliged to complete the Vendor and the acquisition by the Purchaser Transactions only if each of the Asset are subject to the following conditions which are for the exclusive benefit of the Vendor to be performed or complied with on precedent has been satisfied in full at or before the time of Closing on the Closing Date;: (a) The all of the representations and warranties of Purchaser made in this Agreement shall have been true and correct in all material respects as of the Purchaser set forth in Section 3.3 date hereof (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement) and shall be true and correct on in all material respects as of the Closing Date with the same force and effect as if made at on and as of such timethe Closing Date and a certificate of a senior officer of Purchaser certifying thereto shall have been provided by Purchaser; (b) The Purchaser shall have performed or complied with or performed all of the termsobligations, covenants and conditions of agreements under this Agreement to be performed or complied with or performed by the Purchaser on or before the Closing Date; 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 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 on or before the Closing Date in all material respects and a certificate of a senior officer of Purchaser certifying thereto shall have been performed provided by Purchaser; (c) the Competition Approval and complied with, and the CTA Clearance shall have been obtained; (d) the CFIUS Clearance shall have been obtained; (e) there is no extant injunction or restraining order issued by a court of competent jurisdiction that comprises a Governmental Authority preventing the representations and warranties completion of the Transactions; (f) Purchaser herein given are true and correct has caused to be delivered to Vendor the following: (i) payment of the amounts required to be paid on the Closing DateDate under Section 2.3; d(ii) All necessary stops and proceedings the Transition Services Agreement duly executed by Xxxxxxxxx; and (g) if the Covered Credit Agreement is entered into, the EDC Guarantee shall have been taken to permit duly executed by Her Majesty in Right of Canada (or its agent Export Development Canada); and (h) the EOS Inc. Shares to be duly and regularly issued to the Vendor; e) The EOS Inc. Shares Transaction Resolution Approval shall have been conditionally approved obtained. (2) Each of the conditions set out in Section 4.2(1) is for listing the exclusive benefit of Vendor and Vendor may waive compliance with any such condition in whole or in part by the Exchangenotice in writing to Purchaser, and subject to except that no such waiver operates as a waiver of any other conditions or restrictions imposed by the Exchange or any other applicable securities regulatory authority; and f) The form and legality of all matters incidental to the transfer by the Vendor and the acquisition by the Purchaser of the Shares and issuance and listing of the EOS Shares shall be subject to the approval of the Vendor’s legal council, acting reasonablycondition.

Conditions for the Benefit of Vendor. (1) The transfer by Vendor shall be obliged to complete the Vendor and the acquisition by the Purchaser Transactions only if each of the Asset are subject to the following conditions which are for the exclusive benefit of the Vendor to be performed or complied with on precedent has been satisfied in full at or before the time of Closing on the Closing Date;: (a) The all of the representations and warranties of Purchaser made in this Agreement shall have been true and correct in all material respects as of the Purchaser set forth in Section 3.3 date hereof (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement) and shall be true and correct on in all material respects as of the Closing Date with the same force and effect as if made at on and as of such timethe Closing Date and a certificate of a senior officer of Purchaser certifying thereto shall have been provided by Purchaser; (b) The Purchaser shall have performed or complied with or performed all of the termsobligations, covenants and conditions of agreements under this Agreement to be performed or complied with or performed by the Purchaser on or before the Closing Date; 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 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 on or before the Closing Date in all material respects and a certificate of a senior officer of Purchaser certifying thereto shall have been performed provided by Purchaser; (c) the Competition Approval and complied with, and the CTA Clearance shall have been obtained; (d) the CFIUS Clearance shall have been obtained; (e) there is no extant injunction or restraining order issued by a court of competent jurisdiction that comprises a Governmental Authority preventing the representations and warranties completion of the Transactions; (f) Purchaser herein given are true and correct has caused to be delivered to Vendor the following: (i) payment of the amounts required to be paid on the Closing DateDate under Section 2.3; d(ii) All necessary stops and proceedings the Transition Services Agreement duly executed by Purchaser; and (g) if the Covered Credit Agreement is entered into, the EDC Guarantee shall have been taken to permit duly executed by Her Majesty in Right of Canada (or its agent Export Development Canada); and (h) the EOS Inc. Shares to be duly and regularly issued to the Vendor; e) The EOS Inc. Shares Transaction Resolution Approval shall have been conditionally approved obtained. (2) Each of the conditions set out in Section 4.2(1) is for listing the exclusive benefit of Vendor and Vendor may waive compliance with any such condition in whole or in part by the Exchangenotice in writing to Purchaser, and subject to except that no such waiver operates as a waiver of any other conditions or restrictions imposed by the Exchange or any other applicable securities regulatory authority; and f) The form and legality of all matters incidental to the transfer by the Vendor and the acquisition by the Purchaser of the Shares and issuance and listing of the EOS Shares shall be subject to the approval of the Vendor’s legal council, acting reasonablycondition.

Conditions for the Benefit of Vendor. (1) The transfer by the Vendor and the acquisition by the Purchaser of the Asset are subject to the following conditions which are for the exclusive benefit obligation of the Vendor to complete the sale of the Shares will be performed or complied with on subject to the fulfilment of the following conditions at or before the Closing Date;: (a) The representations and warranties of the Purchaser set forth made in Section 3.3 shall this Agreement, and any other agreement or document delivered pursuant to this Agreement, will be true and correct on accurate at the Closing Date with the same force and effect as if though those representations and warranties had been made at and as of the Closing Date (except where such time; b) agreement or document speaks to an earlier date). The Purchaser shall will have performed or complied with all of the terms, covenants and conditions of this Agreement agreements to be performed or complied with caused to be performed by the Purchaser on it under this Agreement, and any other agreement or document delivered pursuant to this Agreement, at or before the Closing Date; c) . The Vendor shall completion of the Closing will not be furnished with such certificatesdeemed to constitute a waiver of any of the representations, affidavits warranties or statutory declarations covenants of the Purchaser or of officers of the Purchaser as the Vendor may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement Agreement, or in any other agreement or document delivered pursuant to this Agreement. Those representations, warranties and covenants will continue in full force and effect as provided in Article III, or, if Article III does not apply, the terms of the agreement or document in which they are made. (b) All filings, notifications and consents with, to or from Governmental Authorities and third parties, will have been performed made, given or complied with by the Purchaser obtained on or before the Closing Date have been performed and complied with, and that the representations and warranties of the Purchaser herein given are true and correct on the Closing Date; d) All necessary stops and proceedings shall have been taken to permit the EOS Inc. Shares to be duly and regularly issued terms acceptable to the Vendor; e) The EOS Inc. Shares shall have been conditionally approved for listing by the Exchange, and subject to any other conditions or restrictions imposed by the Exchange or any other applicable securities regulatory authority; and f) The form and legality of all matters incidental to the transfer by the Vendor and the acquisition by the Purchaser of the Shares and issuance and listing of the EOS Shares shall be subject to the approval of the Vendor’s legal council, acting reasonably. (c) The Purchaser will have delivered to the Vendor all of the certificates, agreements and documents required by this agreement and as set forth in the closing agenda, including the certificates or DRS notices set forth in Section 1.03(a)(i) and the release set out in Section 1.03(a)(ii) of this Agreement. (d) The Consideration Shares will have been duly listed on the NASDAQ Stock Market.

Conditions for the Benefit of Vendor. (1) The transfer by the Vendor and the acquisition by the Purchaser sale of the Asset are Purchased Shares as contemplated herein is subject to the following conditions which are for the exclusive benefit of the Vendor to be performed or complied with on at or before prior to the Closing Date;Time of Closing: (a) The the representations and warranties of the Purchaser set forth in Section 3.3 3.4 that are not qualified by materiality qualifiers shall be true and correct on in all material respects at the Time of Closing Date with the same force and effect as if made at and as of such timetime except for such representations and warranties that are made with respect to another date, including the date of this Agreement, in which case such representations and warranties shall be true and correct in all material respects as of such other date; and the representations and warranties that are qualified by materiality qualifiers, to the extent so qualified, shall be true and correct at the Time of Closing with the same effect as if made at and as of such time except for such representations and warranties that are made with respect to another date, including the date of this Agreement, in which case such representations and warranties shall be true and correct as of such other 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 Purchaser at or prior to the Purchaser on or before the Closing DateTime of Closing; (c) The Vendor shall be furnished with such certificates, affidavits or statutory declarations certificates of the Purchaser or of officers of the Purchaser as the Vendor may reasonably think necessary be requested by Vendor in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed satisfied by Purchaser at or complied with by prior to the Purchaser on or before the Time of Closing Date have been performed and complied with, with in all material respects and that the representations and warranties of the Purchaser herein given are true and correct on the Closing Dateas specified in Section 5.2(1)(a); (d) All necessary stops Purchaser shall have executed and proceedings delivered, or caused to be executed and delivered, to Vendor the Bxxx TV Affiliation Agreement and the Satellite Transmission MOU; (e) no Order of any court, tribunal or regulatory authority having jurisdiction shall have been taken to permit made or proceeding commenced that would enjoin or prohibit the EOS Inc. Shares to be duly and regularly issued to transactions contemplated hereby; and (f) the Vendor; e) The EOS Inc. Shares Regulatory Approvals shall have been conditionally approved for listing by the Exchange, and subject to any other conditions or restrictions imposed by the Exchange or any other applicable securities regulatory authority; and f) The form and legality of all matters incidental to the transfer by the Vendor and the acquisition by the Purchaser of the Shares and issuance and listing of the EOS Shares shall be subject to the approval of the Vendor’s legal council, acting reasonablyobtained.