Conditions of Closing by Agharazi Sample Clauses

Conditions of Closing by Agharazi. The obligation of Agharazi to complete the sale of the Shares and Canadian Health hereunder shall be subject to the satisfaction of or the compliance with, at or before the Closing Date, each of the following conditions, which are inserted for the sole benefit of Agharazi, all or any of which conditions may be waived in whole or in part by Agharazi by notice in writing given to the Purchaser: (a) all of the representations and warranties of the Purchaser made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date, and Agharazi shall have received a certificate from the Purchaser confirming the truth and correctness in all material respects of the said representations and warranties, and an indemnity in which the Purchaser agrees to indemnify and save Agharazi harmless in respect of all claims, actions, losses, damages or costs, including legal fees and disbursements on a solicitor-and-his-own-client full indemnity basis, which Agharazi may suffer or incur as a result of any representation or warranty of the Purchaser being incorrect or breached; and (b) the Purchaser shall have performed or complied with, in all material respects, all of its obligations, covenants and agreements under this Agreement.