Common use of Conditions Precedent in Favour of the Seller Clause in Contracts

Conditions Precedent in Favour of the Seller. On or before the Closing Date, the Purchaser will satisfy each of the following conditions: (a) the Purchaser shall have delivered to the Seller a certificate of status, good standing or compliance (or equivalent) for the Purchaser, issued by the relevant Governmental Authority; (b) the Purchaser shall have executed and delivered to Banro and the Seller a certificate of a senior officer of the Purchaser, in form and substance satisfactory to Banro and the Seller, acting reasonably, as to the constating documents of the Purchaser; the resolutions of the sole director of the Purchaser, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the Purchaser; and such other matters pertaining to the transactions contemplated hereby as Banro and the Seller may reasonably require; (c) the Purchaser shall have delivered to Banro and the Seller a favourable opinion, in form and substance satisfactory to Banro and the Seller, acting reasonably, from external legal counsel to the Purchaser as to (i) the legal status of the Purchaser, (ii) the corporate power and authority of the Purchaser to execute, deliver and perform this Agreement, and (iii) the execution and delivery of this Agreement; and (d) the Purchaser shall have certified to Banro and the Seller that, as of the Closing Date (i) all of the representations and warranties made by the Purchaser pursuant to this Agreement are true and correct in all material respects on and as of such date, and (ii) no Purchaser Event of Default (or an event which with notice or lapse of time or both would become a Purchaser Event of Default) has occurred and is continuing.

Conditions Precedent in Favour of the Seller. On The Seller shall not be required to perform its obligations under Sections 2.1(a), 2.2 or 2.3 or Article 5 until after the satisfaction by the Purchaser (or, in respect of Section 3.4(d) only, by the Parent Company and the Seller) of each of the following conditions on or prior to the Closing Date (other than any conditions which have been waived in writing by the Seller or the Parent Company on or before the Closing Date, the Purchaser will satisfy each of the following conditions:): (a) delivery by the Purchaser shall have delivered to the Seller and the Parent Company of a certificate of status, good standing or compliance (or equivalent) for of the Purchaser, Purchaser issued by the relevant Governmental AuthorityAuthority dated no earlier than three Business Days prior to the Closing Date; (b) delivery by the Purchaser shall have executed and delivered to Banro the Seller and the Seller Parent Company of a certificate of a senior officer of the Purchaser, in form and substance satisfactory to Banro and the Seller, acting reasonably, Purchaser as to the its constating documents of the Purchaserdocuments; the resolutions of the sole director board of the Purchaser, directors authorizing the execution, delivery and performance by the Purchaser of this Agreement and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the Purchaser; that the representations and warranties made by the Purchaser under this Agreement are true and correct in all material respects on the Closing Date (other than the Purchaser Fundamental Representations and any other representations and warranties made by the Purchaser that are qualified by “materiality” or “material adverse effect”, which representations are true and correct in all respects on the Closing Date); and such other matters pertaining to the transactions contemplated hereby as Banro and the Seller may reasonably require; (c) delivery by the Purchaser shall have delivered to Banro the Seller and the Seller a Parent Company of favourable opinionopinions, in form and substance satisfactory to Banro and the Seller, acting reasonably, from external Canadian and Swiss legal counsel to the Purchaser Purchaser, as to to: (i) the its legal status of the Purchaser, status; (ii) the corporate its power and authority of the Purchaser capacity to execute, deliver and perform this Agreement, ; and (iii) the due execution and delivery of this Agreement; andAgreement and the enforceability of this Agreement against it; (d) the Purchaser shall have certified Reorganization has been completed in accordance with the step plan attached to Banro and the Seller thatDisclosure Letter; (e) the notice to Account Bank contained in the Power of Attorney, as duly executed by an authorized officer of the Closing Date Purchaser; and (if) all of the representations and warranties made delivery by the Purchaser to the Seller of the Advance Payment, delivered pursuant to this Agreement are true and correct in all material respects on and as Section 3.1, via wire transfer of such date, and (ii) no Purchaser Event of Default (or an event which with notice or lapse of time or both would become a Purchaser Event of Default) has occurred and is continuingimmediately available funds.

Conditions Precedent in Favour of the Seller. On or before the Closing Date, the Purchaser will satisfy each of the following conditions: (a) the Purchaser shall have delivered to the Seller a certificate of status, good standing or compliance (or equivalent) for the Purchaser, issued by the relevant Governmental Authority; (b) the Purchaser shall have executed and delivered to Banro and the Seller a certificate of a senior officer of the Purchaser, in form and substance satisfactory to Banro and the Seller, acting reasonably, as to the constating documents of the Purchaser; the resolutions of the sole director of the Purchaser, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the Purchaser; and such other matters pertaining to the transactions contemplated hereby as Banro and the Seller may reasonably require; (c) the Purchaser shall have delivered to Banro and the Seller a favourable opinion, in form and substance satisfactory to Banro and the Seller, acting reasonably, from external legal counsel to the Purchaser as to (i) the legal status of the Purchaser, (ii) the corporate power and authority of the Purchaser to execute, deliver and perform this Agreement, and (iii) the execution and delivery of this Agreement; and (d) the Purchaser shall have certified to Banro and the Seller that, as of the Closing Date (i) all of the representations and warranties made by the Purchaser pursuant to this Agreement are true and correct in all material respects on and as of such date, and (ii) no Purchaser Event of Default (or an event which with notice or lapse of time or both would become a Purchaser Event of Default) has occurred and is continuing.or

Conditions Precedent in Favour of the Seller. On or before the Closing Date, the each Purchaser will satisfy each of the following conditions: (a) the each Purchaser shall have delivered to the Seller a certificate of status, good standing or compliance (or equivalent) for the such Purchaser, issued by the relevant Governmental Authority; (b) the each Purchaser shall have executed and delivered to Banro and the Seller a certificate of a senior officer of the such Purchaser, in form and substance satisfactory to Banro and the Seller, acting reasonably, as to the constating documents of the such Purchaser; the resolutions of the sole director directors of the such Purchaser, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the such Purchaser; and such other matters pertaining to the transactions contemplated hereby as Banro and the Seller may reasonably require; (c) the each Purchaser shall have delivered to Banro and the Seller a favourable opinion, in form and substance satisfactory to Banro and the Seller, acting reasonably, from external legal counsel to the such Purchaser as to (i) the legal status of the such Purchaser, (ii) the corporate power and authority of the such Purchaser to execute, deliver and perform this Agreement, and (iii) the execution and delivery of this Agreement; and (d) the each Purchaser shall have certified to Banro and the Seller that, as of the Closing Date (i) all of the representations and warranties made by the such Purchaser pursuant to this Agreement are true and correct in all material respects on and as of such date, and (ii) no Purchaser Event of Default (or an event which with notice or lapse of time or both would become a Purchaser Event of Default) has occurred and is continuing.

Conditions Precedent in Favour of the Seller. On or before the Closing Date, each of the Purchaser Purchasers will satisfy each of the following conditions: (a) each of the Purchaser Purchasers shall have delivered to the Seller a certificate of status, good standing or compliance (or equivalent) for the such Purchaser, issued by the relevant Governmental Authority; (b) each of the Purchaser Purchasers shall have executed and delivered to Banro and the Seller a certificate of a senior officer of the such Purchaser, in form and substance satisfactory to Banro and the Seller, acting reasonably, as to the constating documents of the such Purchaser; the resolutions of the sole director directors of the such Purchaser, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the such Purchaser; and such other matters pertaining to the transactions contemplated hereby as Banro and the Seller may reasonably require; (c) the Purchaser shall have delivered to Banro and the Seller a favourable opinion, in form and substance satisfactory to Banro and the Seller, acting reasonably, from external legal counsel to the Purchaser as to (i) the legal status of the Purchaser, (ii) the corporate power and authority of the Purchaser to execute, deliver and perform this Agreement, and (iii) the execution and delivery of this Agreement[intentionally deleted]; and (d) each of the Purchaser Purchasers shall have certified to Banro and the Seller that, as of the Closing Date (i) all of the representations and warranties made by the such Purchaser pursuant to this Agreement are true and correct in all material respects on and as of such date, and (ii) no Purchaser Event of Default (or an event which with notice or lapse of time or both would become a Purchaser Event of Default) in respect of such Purchaser has occurred and is continuing.

Conditions Precedent in Favour of the Seller. On or before the Closing Date, each of the Purchaser Purchasers will satisfy each of the following conditions: (a) each of the Purchaser Purchasers shall have delivered to the Seller a certificate of status, good standing or compliance (or equivalent) for the such Purchaser, issued by the relevant Governmental Authority; (b) each of the Purchaser Purchasers shall have executed and delivered to Banro and the Seller a certificate of a senior officer of the such Purchaser, in form and substance satisfactory to Banro and the Seller, acting reasonably, as to the constating documents of the such Purchaser; the resolutions of the sole director directors of the such Purchaser, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the such Purchaser; and such other matters pertaining to the transactions contemplated hereby as Banro and the Seller may reasonably require; (c) each of the Purchaser Purchasers shall have delivered to Banro and the Seller a favourable opinion, in form and substance satisfactory to Banro and the Seller, acting reasonably, from external legal counsel to the such Purchaser as to (i) the legal status of the such Purchaser, (ii) the corporate power and authority of the such Purchaser to execute, deliver and perform this Agreement, and (iii) the execution and delivery of this Agreement; and (d) each of the Purchaser Purchasers shall have certified to Banro and the Seller that, as of the Closing Date (i) all of the representations and warranties made by the such Purchaser pursuant to this Agreement are true and correct in all material respects on and as of such date, and (ii) no Purchaser Event of Default (or an event which with notice or lapse of time or both would become a Purchaser Event of Default) in respect of such Purchaser has occurred and is continuing.

Conditions Precedent in Favour of the Seller. On or before the Closing Date, the Purchaser will satisfy each of the following conditions: (a) the Purchaser shall have delivered to the Seller a certificate of status, good standing or compliance (or equivalent) for the Purchaser, issued by the relevant Governmental Authority; (b) the Purchaser shall have executed and delivered to Banro and the Seller a certificate of a senior officer of the Purchaser, in form and substance satisfactory to Banro and the Seller, acting reasonably, as to the constating documents of the Purchaser; the resolutions of the sole director directors of the Purchaser, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the Purchaser; and such other matters pertaining to the transactions contemplated hereby as Banro and the Seller may reasonably require; (c) the Purchaser shall have delivered to Banro and the Seller a favourable opinion, in form and substance satisfactory to Banro and the Seller, acting reasonably, from external legal counsel to the Purchaser as to (i) the legal status of the Purchaser, (ii) the corporate power and authority of the Purchaser to execute, deliver and perform this Agreement, and (iii) the execution and delivery of this Agreement; and (d) the Purchaser shall have certified to Banro and the Seller that, as of the Closing Date (i) all of the representations and warranties made by the Purchaser pursuant to this Agreement are true and correct in all material respects on and as of such date, and (ii) no Purchaser Event of Default (or an event which with notice or lapse of time or both would become a Purchaser Event of Default) has occurred and is continuing.