Common use of Conditions Precedent for the Purchaser Clause in Contracts

Conditions Precedent for the Purchaser. The obligation of the Purchaser to proceed with the Acquisition will be subject to the satisfaction by the Seller and/or the Vendors or written waiver by the Purchaser of the following conditions (the “Purchaser’s Conditions Precedent”) within the time set forth in the Formal Agreement: a) the Purchaser reviewing and approving all materials in the possession and control of the Seller and the Vendors which are germane to the decision of the Purchaser to proceed with the Acquisition; b) the Purchaser and its advisors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and both the Purchaser and its advisors being satisfied with the results of such due diligence; c) the Seller providing to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, audited financial statements of the Seller for each of the last two fiscal years completed prior to the Closing, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with both the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board, and unaudited financial statements for the Seller’s most recent interim financial period prior to the Closing, if any, and both the Purchaser and its accountant being satisfied with the content of such financial statements; d) the Purchaser having received a legal opinion from counsel for the Seller with respect to the Seller and its securities, in a form reasonably satisfactory to counsel for the Purchaser; e) the Purchaser obtaining all necessary governmental, regulatory and court consents, waivers and approvals (including antitrust clearance to the extent applicable); f) the Seller obtaining the consent of any parties from whom consent to the Acquisition is required; g) the Seller and the Vendors complying with all pre-Closing covenants to be set out in the Formal Agreement and the continuing accuracy in all material respects of the representations and warranties of the Seller and the Vendors as contained therein at Closing; h) the Seller’s liabilities, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables of the Seller; i) no material adverse change having occurred in connection with the business of the Seller; j) no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in connection with the Acquisition or the Financing; k) approval of the board of directors of the Purchaser and the Seller being obtained; approval of: (i) all of the Vendors being obtained; or (ii) Shareholders holding a majority of the securities of the Seller and, if applicable, Shareholders holding a majority of each outstanding class of securities of the Seller, being obtained; and l) any other conditions customary in transactions similar to the Acquisition. It would be the expectation of the Purchaser that many of the Purchaser’s Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalized.

Conditions Precedent for the Purchaser. The obligation of the Purchaser to proceed with the Acquisition will be subject to the satisfaction by the Seller Target and/or the Vendors or written waiver by the Purchaser of the following conditions (the “Purchaser’s Conditions Precedent”) within the time set forth in the Formal Agreement: (a) the Purchaser reviewing and approving all materials in the possession and control of the Seller Target and the Vendors which are germane to the decision of the Purchaser to proceed with the Acquisition; (b) the Purchaser and its advisors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and both the Purchaser and its advisors being satisfied with the results of such due diligence; (c) the Seller Target providing to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, audited financial statements of the Seller Target for each of the last two fiscal years completed prior to the Closing, prepared in accordance with United States generally accepted accounting principles (as modified in a manner acceptable to Purchaser) by independent accountants registered with both the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board, and unaudited financial statements for the SellerTarget’s most recent interim financial period prior to the Closing, if any, and both the Purchaser and its accountant being satisfied with the content of such financial statements; (d) the Purchaser having received a legal opinion from counsel for the Seller with respect to the Seller and its securities, in a form reasonably satisfactory to counsel for the Purchaser; e) the Purchaser obtaining all necessary governmental, regulatory and court consents, waivers and approvals (including antitrust clearance to the extent applicable)approvals; f(e) the Seller Target obtaining the consent of any parties from whom consent to the Acquisition is required; g(f) the Seller Target and the Vendors complying with all pre-Closing covenants to be set out in the Formal Agreement and the continuing accuracy in all material respects of the representations and warranties of the Seller Target and the Vendors as contained therein at Closing; h) the Seller’s liabilities, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables of the Seller; i(g) no material adverse change having occurred in connection with the business of the SellerTarget or the Securities; j(h) no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in connection with the Acquisition or the FinancingAcquisition; k(i) approval of the board of directors of the Purchaser and the Seller Target being obtained; ; (j) approval of: (i) all of the Vendors being obtained; or (ii) Shareholders holding a majority of the securities of the Seller Securities and, if applicable, Shareholders holding a majority of each outstanding class of securities of the SellerSecurities, being obtained; and l(k) any other conditions customary in transactions similar to the Acquisition. It would be the expectation of the Purchaser that many of the Purchaser’s Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalized.

Conditions Precedent for the Purchaser. The obligation obligations of the Purchaser to proceed with complete the Acquisition will transactions contemplated by this Agreement shall be subject conditional upon the satisfaction or waiver on or prior to the satisfaction by the Seller and/or the Vendors or written waiver by the Purchaser Effective Date of the following conditions (the “Purchaser’s Conditions Precedent”) within the time set forth in the Formal Agreementconditions: a) the Purchaser reviewing and approving all materials in the possession and control of the Seller this Agreement and the Vendors which are germane to transactions contemplated by it shall have been approved by the decision board of the Purchaser to proceed with the Acquisitiondirectors of GREKA; b) the Purchaser and its advisors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and both the Purchaser and its advisors GREKA being satisfied with the results of such its due diligence review, provided that if notice is not given by GREKA to PACE prior to the date which is 30 days following the date hereof that it is not satisfied with its due diligence, then GREKA shall be deemed to have waived this condition; c) from the Seller providing to date hereof until the PurchaserEffective Date, and there not having been any Material Adverse Change in, or the Purchaser and its accountant having had discovery of any previously undisclosed material fact which has or will have a reasonable opportunity to reviewmaterial adverse effect on, audited the business, operations, financial statements condition, or assets of the Seller for each of the last two fiscal years completed prior to the Closing, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with both the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board, and unaudited financial statements for the Seller’s most recent interim financial period prior to the Closing, if any, and both the Purchaser and its accountant being satisfied with the content of such financial statementsPACE; d) the Purchaser PACE having received a legal opinion from counsel for the Seller with respect performed each covenant or obligation respectively to be performed by it hereunder on or prior to the Seller and its securitiesEffective Date, in if the failure to perform such covenant or obligation would have a form reasonably satisfactory to counsel for material adverse effect on the Purchaserbusiness, assets, financial condition or results of operations of PACE; e) the Purchaser obtaining all necessary governmentalrepresentations and warranties of PACE set out in this Agreement being true and correct on and as of the Effective Date as if made on and as of such date, regulatory except as affected by transactions contemplated or permitted by this Agreement and court consentsexcept for any failures or breaches of representations and warranties which would not have a material adverse effect on the business, waivers and approvals (including antitrust clearance to the extent applicable)assets, financial condition or results of operations of PACE; f) the Seller obtaining the consent PACE Warrantholders and holders of any parties from whom consent PACE Options who have exercised Dissent Rights pursuant to the Acquisition is requiredInterim Order shall in aggregate hold no more than 10% of the total issued and outstanding PACE Securities immediately before the Effective Date; g) the Seller and Purchaser shall have received confirmation to its satisfaction from the Vendors complying with all pre-Closing covenants to be set out appropriate Govermnental Entities in the Formal Agreement and PRC as to (i) the continuing accuracy in all material respects good standing of the representations PSC's and warranties licenses referred to in section 3.1(g) and (ii) the receipt of any approvals required to keep the Seller PSC's and licenses in good standing notwithstanding the Vendors as contained therein at Closing;Arrangement; and h) an officer's certificate of PACE, attesting to PACE's compliance with subsection 3.3(c)(ii), has been delivered to the Seller’s liabilities, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables of Purchaser. The foregoing conditions precedent are for the Seller; i) no material adverse change having occurred in connection with the business of the Seller; j) no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in connection with the Acquisition or the Financing; k) approval of the board of directors benefit of the Purchaser and may be waived, in whole or in part, by the Seller being obtained; approval of: (i) all Purchaser at any time. If any of the Vendors being obtained; conditions shall not be complied with or (ii) Shareholders holding a majority of waived as aforesaid on or before the securities of date required for the Seller andperformance thereof, if applicablesubject to section 6.4 hereof, Shareholders holding a majority of each outstanding class of securities of the Seller, being obtained; and l) any other conditions customary in transactions similar to the Acquisition. It would be the expectation of the Purchaser that many of the Purchaser’s Conditions Precedent may rescind and terminate this Agreement by written notice to PACE, and will be narrowed have no other right or eliminated altogether remedy, except as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalizedset forth in section 6.5.

Conditions Precedent for the Purchaser. The Purchaser’s obligation to accept delivery of such stock certificates and to pay for the Purchaser to proceed with the Acquisition will Shares evidenced thereby shall be subject to the satisfaction by the Seller and/or the Vendors or written waiver by the Purchaser of the following conditions (the “Purchaser’s Conditions Precedent”) within the time set forth in the Formal Agreementconditions: a(i) the Purchaser reviewing and approving all materials in the possession and control of the Seller and the Vendors which are germane to the decision of the Purchaser to proceed with the Acquisition; b) the Purchaser and its advisors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and both the Purchaser and its advisors being satisfied with the results of such due diligence; c) the Seller providing to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, audited financial statements of the Seller for each of the last two fiscal years completed prior representations and warranties of the Company made herein shall be accurate in all material respects (except to the Closingextent that any of such representations and warranties is qualified by materiality or Material Adverse Effect, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with both such case, such representations and warranties shall be accurate in all respects) as of the Canadian Public Accounting Board and Closing Date; (ii) the United States Public Company Accounting Oversight Board, and unaudited financial statements for the Seller’s most recent interim financial period prior delivery to the Closing, if any, and both Purchaser by counsel to the Purchaser and its accountant being satisfied with the content Company of such financial statements; d) the Purchaser having received a legal opinion from counsel for the Seller with respect to the Seller and its securities, Purchaser in a form reasonably satisfactory to counsel for to the Purchaser; e(iii) receipt by the Purchaser obtaining all necessary governmentalof a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, regulatory and court consentsdated as of the Closing Date, waivers and approvals (including antitrust clearance to the extent applicable); f) the Seller obtaining the consent of any parties from whom consent to the Acquisition is required; g) the Seller and the Vendors complying with all pre-Closing covenants to be set out in the Formal Agreement and the continuing accuracy in all material respects of effect that the representations and warranties of the Seller Company set forth herein are true and correct in all material respects (except to the Vendors extent that any of such representations and warranties is qualified by materiality or Material Adverse Effect, in such case, such representations and warranties shall be accurate in all respects) as contained therein at of the date of this Agreement and as of such Closing Date and that the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (iv) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; h(v) the Seller’s liabilitiesThe Common Stock (i) shall be designated for listing and quotation on NASDAQ and (ii) shall not have been suspended, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables as of the SellerClosing Date, by the Commission or NASDAQ from trading on NASDAQ nor shall suspension by the Commission or NASDAQ have been threatened, as of the Closing Date, either (A) in writing by the Commission or NASDAQ or (B) by falling below the minimum listing maintenance requirements of NASDAQ; i(vi) no material adverse change having occurred in connection with The purchase of Shares by the business of Purchaser shall not cause Purchaser to exceed any Ownership Limitation; and (vii) Since the Seller; jdate hereof, there shall not be any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or its subsidiaries, the Purchaser (or its affiliates) no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in connection with by this Agreement, by any Bank Regulatory Authorities which imposes any restriction or condition on the Acquisition Company or its subsidiaries or the Financing; kPurchaser or any of its affiliates (other than such restrictions as are described in any passivity or anti-association commitments, as may be amended from time to time, entered into by the Purchaser) approval which is materially and unreasonably burdensome on the Company’s business following the Closing or on the Purchaser (or any of its affiliates) or would reduce the economic benefits of the board transactions contemplated by this Agreement to the Purchaser to such a degree that the Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date hereof (any such condition or restriction, a “Burdensome Condition”), and, for the avoidance of directors doubt, any requirements to disclose the identities of limited partners, shareholders or non-managing members of the Purchaser and the Seller being obtained; approval of: (i) all of the Vendors being obtained; or (ii) Shareholders holding its affiliates or its investment advisers, other than those that are purchasing Common Stock directly, shall be deemed a majority of the securities of the Seller and, if applicable, Shareholders holding a majority of each outstanding class of securities of the Seller, being obtained; and l) any other conditions customary in transactions similar to the Acquisition. It would be the expectation of Burdensome Condition unless otherwise determined by the Purchaser that many of the Purchaser’s Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes in its due diligence and the Formal Agreement and schedules thereto are finalizedsole discretion.

Conditions Precedent for the Purchaser. The obligation of the Purchaser to proceed with purchase the Acquisition Securities will be subject to the satisfaction by the Seller and/or the Vendors or written waiver by the Purchaser of the following conditions condition(s) (the “Purchaser’s "Conditions Precedent”") within the time set forth in 10 days after execution and delivery of the Formal Agreement: a) the Purchaser reviewing : • review and approving approval of all materials in the possession and control of the Seller Target and the Vendors which are germane to the decision of to purchase the Purchaser to proceed with the Acquisition; b) Securities; • the Purchaser and its advisors solicitors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that both the solicitors and the Purchaser and its advisors being are satisfied with the results of such due diligence; c) the Seller providing to the Purchaser, and ; • the Purchaser and its accountant having had a reasonable opportunity to review, review the audited financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening trial balances) of the Seller for each of the last two fiscal years completed prior to the ClosingTarget, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with both the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board, and unaudited financial statements for the Seller’s most recent interim financial period prior to the Closing, if any, and that both the Purchaser and its accountant being are satisfied with the content of such financial statements; d) ; • satisfactory arrangements being made to hire hourly and salaried staff necessary to operate the Purchaser having received a legal opinion from counsel for business of the Seller Target including the Target entering into an executive management contract with respect to the Seller Xxxxxx Xxxxx and its securities, in a form reasonably satisfactory to counsel for the Purchaser; e) Xxxxx Xxx; • the Purchaser obtaining all necessary governmental, regulatory and court consents, waivers and approvals (including antitrust clearance to the extent applicable); f) the Seller obtaining the consent of from any parties from whom consent to the Acquisition transfer of the Securities is required; g) ; • the Seller and the Vendors complying with all pre-Closing covenants to be set out Purchaser obtaining confirmation that any names used in the Formal Agreement and the continuing accuracy in all material respects business of the representations Target is available for use by the Purchaser and warranties can be registered as a trade mark of the Seller and the Vendors as contained therein at Closing; h) the Seller’s liabilities, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables of the Seller; i) Purchaser; • no material adverse change having occurred in connection with the business of the Seller; j) Target or the Securities; • all representations and warranties of the Target and the Vendors being true and all covenants of the Target and the Vendors having been performed in all material respects as of the Closing; • no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in connection with this Letter of Intent; • a satisfactory legal opinion being available from counsel for the Acquisition or Vendors; • completion of satisfactory physical inspection of the Financing; k) assets of the Target; • satisfactory review of title to the assets of the Target; • approval of the board Board of directors Directors of the Purchaser and the Seller being obtained; • approval of: (i) of the Board of Directors of the Target and approval of all of the Vendors securityholders of the Target being obtained; or (ii) Shareholders holding a majority of the securities of the Seller and, if applicable, Shareholders holding a majority of each outstanding class of securities of the Seller, being obtained; and l) any other conditions customary in transactions similar to the Acquisition. It would be the expectation of the Purchaser that many of the Purchaser’s Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalized.

Conditions Precedent for the Purchaser. The obligation of the Purchaser to proceed with the Acquisition will be subject to the satisfaction by the Seller and/or the Vendors or written waiver by the Purchaser of the following conditions (the “Purchaser’s Conditions Precedent”) within the time set forth in the Formal Agreement: a) the Purchaser reviewing and approving all materials in the possession and control of the Seller and the Vendors which are germane to the decision of the Purchaser to proceed with the Acquisition; b) the Purchaser and its advisors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and both the Purchaser and its advisors being satisfied with the results of such due diligence; c) the Seller providing to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, audited financial statements of the Seller for each of the last two fiscal years completed prior to the Closing, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with both the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board, and unaudited financial statements for the Seller’s most recent interim financial period prior to the Closing, if any, and both the Purchaser and its accountant being satisfied with the content of such financial statements; d) the Purchaser having received a legal opinion from counsel for the Seller with respect to the Seller and its securities, in a form reasonably satisfactory to counsel for the Purchaser; e) the Purchaser obtaining all necessary governmental, regulatory and court consents, waivers and approvals (including antitrust clearance to the extent applicable); f) the Seller obtaining the consent of any parties from whom consent to the Acquisition is required; g) the Seller and the Vendors complying with all pre-Closing covenants to be set out in the Formal Agreement and the continuing accuracy in all material respects of the representations and warranties of the Seller and the Vendors as contained therein at Closing; h) the Seller’s liabilities, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables of the Seller; i) no material adverse change having occurred in connection with the business of the Seller; j) no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in connection with the Acquisition or the Financing; ; k) approval of the board of directors of the Purchaser and the Seller being obtained; approval of: (i) all of the Vendors being obtained; or (ii) Shareholders holding a majority of the securities of the Seller and, if applicable, Shareholders holding a majority of each outstanding class of securities of the Seller, being obtained; and l) any other conditions customary in transactions similar to the Acquisition. It would be the expectation of the Purchaser that many of the Purchaser’s Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalized.

Conditions Precedent for the Purchaser. The obligation of the Purchaser to proceed with the Acquisition will be subject to the satisfaction by the Seller and/or the Vendors or written waiver by the Purchaser of the following conditions condition(s) (the “Purchaser’s Conditions Precedent”) within upon the time day of execution and delivery of the Formal Agreement or as otherwise set forth in the Formal Agreement: (a) the Purchaser reviewing review and approving approval of all materials in the possession and control of the Seller Target and the Vendors which are germane to the decision of the Purchaser to proceed with the Acquisition; (b) the Schedule “A” memorandum disclosure being substantially accurate; (c) the Purchaser and its advisors solicitors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that both the solicitors and the Purchaser and its advisors being are satisfied with the results of such due diligence; c(d) the Seller providing to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, review the audited financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening trial balances) of the Seller for each of the last two fiscal years completed prior to the ClosingTarget, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with both the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board, and unaudited financial statements for the Seller’s most recent interim financial period prior to the Closing, if any, and that both the Purchaser and its accountant being are satisfied with the content of such financial statements; d(e) satisfactory arrangements being made to hire the Purchaser having received a legal opinion from counsel for personnel necessary to operate the Seller business of the Target including the Target entering into an executive management contract with respect to the Seller and its securities, in a form reasonably satisfactory to counsel for present management of the PurchaserTarget on the same terms as the existing management agreements; e) the Purchaser obtaining all necessary governmental, regulatory and court consents, waivers and approvals (including antitrust clearance to the extent applicable); f) the Seller Purchaser, the Vendors or the Target obtaining the consent of from any parties from whom consent to the Acquisition is required; (g) the Seller and the Vendors complying with all pre-Closing covenants to be set out in the Formal Agreement and the continuing accuracy in all material respects of the representations and warranties of the Seller and the Vendors as contained therein at Closing; h) the Seller’s liabilities, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables of the Seller; i) no material adverse change having occurred in connection with the business of the SellerTarget or the Securities; j(h) no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in connection with the Acquisition or the Financing;this Letter of Agreement; and k(i) approval of the board Board of directors Directors of the Purchaser and the Seller being obtained; approval of: (i) all of the Vendors being obtained; or (ii) Shareholders holding a majority of the securities of the Seller and, if applicable, Shareholders holding a majority of each outstanding class of securities of the Seller, being obtained; and l) any other conditions customary in transactions similar to the Acquisition. It would be the expectation of the Purchaser that many of the Purchaser’s Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalized.