Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement 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 in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement 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:
(a) The Fundamental Representations of the Seller and the Seller Parent shall be true and correct in all but de minimis respects as of the Closing Date as if such Fundamental Representations had been made on the Closing Date. All other representations and warranties of the Seller and the Seller Parent contained in this Agreement that are qualified as to materiality shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Seller and the Seller Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if such representations and warranties had been made on the Closing Date and the Seller shall have delivered a certificate of a senior officer of each of the Seller and the Seller Parent confirming the foregoing.
(b) The Seller shall have fulfilled, performed or complied with in all material respects all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate of a senior officer to that effect.
(c) All Required Consents and Authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably.
(d) All Payout Letters shall have been obtained on terms acceptable to the Purchaser, acting reasonably.
(e) No action or proceeding shall be pending or threatened by any Governmental Authority in any jurisdiction, to enjoin, restrict or prohibit (i) any of the transactions contemplated by this Agreement, or (ii) the right of the Purchaser to acquire or own the Purchased Assets; or the right of the Purchaser to operate the Purchased Business after Closing on substantially the same basis as currently operated.
(f) There shall not have occurred a Material Adverse Effect.
(g) The conditions precedent to the R&W Insurance Policy shall have been satisfied such that the R&W Insurance Policy shall be issued with effect as of the Closing Date. Notwithstanding the foregoing...
Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the Transaction is subject and conditional to the satisfaction of the following conditions on or before the Closing Date:
(a) all the representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects on the Closing Date;
(b) all the covenants of the Vendor under this Agreement to be performed on or before the Closing Date shall have been duly performed by the Vendor in all material respects;
(c) the Vendor shall have complied with all the terms contained in this Agreement applicable to the Vendor prior to the Closing Date in all material respects, including the Vendor deliverables in section 6.3;
(d) there shall be no Claim, litigation or proceedings pending or threatened or order issued by a Governmental Authority against either of the Parties, or involving any of the Real Property, for the purpose of enjoining, preventing or restraining the completion of the Transaction or otherwise claiming that such completion is improper; and
(e) the Court shall have issued the Approval and Vesting Order and the CCAA Assignment Order and the operation and effect of such orders shall not have been stayed, amended, modified, reversed, dismissed or appealed (or such appeal shall have been dismissed with no further appeal therefrom or the applicable appeal periods shall have expired).
Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions herein contemplated at the Closing is subject to the following conditions:
Conditions in Favour of the Purchaser. The Purchaser’s obligation to close the transaction contemplated by this Offer is conditional upon the occurrence or satisfaction of the following events, conditions and requirements, in each case in a manner satisfactory to the Purchaser and its legal counsel;
9.1 All of the representations and warranties of the Vendor in this Offer shall be true and correct as at the time of Closing with the same force and effect as if such representations and warranties had been made on and as of such date and the Vendor shall have performed all of its obligations and covenants as set out in this Offer in the manner required by this Offer.
9.2 The Vendor shall have executed and delivered all such other deeds, documents and other instruments as it is required to deliver pursuant to this Offer. The conditions in this Section 9 are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at or prior to Closing by notice in writing to the Vendor.
Conditions in Favour of the Purchaser. Within Twenty
Conditions in Favour of the Purchaser. The obligations of the Purchaser to purchase the Purchased Shares and the Notes as contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any or all of which the Purchaser may waive:
Conditions in Favour of the Purchaser. 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 Purchaser and which are to be performed or complied with at or prior to the Time of Closing:
(1) Vendor will provide whatever assistance may be necessary to complete the transfer and assignment to the Purchaser of the Purchased Domain Names, which transfer and assignment of the Purchased Domain Names shall not be deemed effective until the Site Termination Date, and which assistance includes achieving the following:
(a) completion and delivery of all notices and authorizations to NSI that conform to NSI's requirements for a Domain Name transfer;
(b) completion, delivery and acceptance by NSI of the NSI Registrant Name Change Agreement;
(c) termination of the Vendor's current Domain Name Registration Agreement for the Purchased Domain Names with NSI; and
(d) authorization of NSI to disassociate the Purchased Domain Names from the Vendor's host servers, and authorization of NSI to take all steps necessary to register the Purchased Domain Names to the Purchaser.
(2) Vendor shall deliver to the Purchaser a copy of all submitted forms and a notification of successful termination of the Vendor's current Domain Name Registration Agreement for the Purchased Domain Names; and
(3) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as such time.
Conditions in Favour of the Purchaser. The consummation of the Business Combination is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to the Effective Time:
Conditions in Favour of the Purchaser. The obligations of the Purchaser under this Agreement are subject to the fulfillment of the following conditions precedent: Each of the representations and warranties of the Vendor set forth in Section 16 shall be true and correct as if restated on and as of the Closing Date; the covenants and obligations contained in this Agreement to be complied with by the Vendor on or before the Closing Time shall have been complied with and not been breached in any material respect; and the Vendor has caused to be delivered to the Purchaser, all as reasonably requested and prepared by the Purchaser all Books and Records, deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation or action which in the opinion of the Purchaser are necessary or reasonably required to transfer the Purchased Assets to the Purchaser with good and marketable title, free and clear of all Encumbrances, in each case duly executed by the Vendor and in form and substance satisfactory to the Purchaser, acting reasonably. The Purchaser may, in its sole discretion, waive any of the foregoing conditions. Any waiver by the Purchaser must be in writing and delivered to the Vendor's Solicitors.
