Common use of Conditions to Obligations of Vendor Clause in Contracts

Conditions to Obligations of Vendor. The obligations of Vendor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Vendor's waiver, at or before the Closing, of each of the following conditions: (a) The representations and warranties of Purchaser contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it on or before the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Vendor. (e) Vendor shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Purchaser, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied. (f) Vendor shall have received a certificate signed by a duly authorized officer of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (g) Vendor shall have received a certificate of an officer of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (h) Purchaser shall have delivered to Vendor certificates representing the Consideration Shares, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (i) Purchaser shall have delivered to Vendor a certificate representing the RVT Warrants, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (j) One nominee of the Vendor, acceptable to the board of directors of the Purchaser, acting reasonably, will have been appointed to the Purchaser’s board of directors. (k) Vendor shall have received a legal opinion from counsel to the Purchaser confirming various corporate and securities laws matters relating to the issuance of the Consideration Shares to the AGB Shareholders. (l) Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Vendor. The obligations of Vendor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Vendor's ’s waiver, at or before the Closing, of each of the following conditions: (a) The : On the Closing Date, the representations and warranties of Purchaser contained in this Agreement, the other Transaction Documents Agreement and any certificate or other writing delivered pursuant hereto to this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except if those representations and warranties that address matters only as of a specified date, had been made by the accuracy of which shall be determined as of that specified date in all respects). (b) Purchaser on the Closing Date. Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on or before the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) . No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Vendor. (e) . Vendor shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Purchaser, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have has been satisfied. (f) . Vendor shall have received a certificate signed by a duly authorized officer of the Secretary (or equivalent officer) of Purchaser certifying that (i) attached thereto to the certificate are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyby this Agreement, and that (ii) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (g) effect. Vendor shall have received a certificate of an officer the Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder and thereunder. (h) under its terms. Purchaser shall have delivered to Vendor certificates representing the Consideration SharesAdvance, free and clear of Encumbrancesby wire transfer in immediately available funds, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (i) Purchaser shall have delivered to Vendor a certificate representing the RVT Warrants, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (j) One nominee of the Vendor, acceptable to the board of directors of the Purchaser, acting reasonably, will have been appointed to the Purchaser’s board of directors. (k) Vendor shall have received a legal opinion from counsel to the Purchaser confirming various corporate and securities laws matters relating to the issuance of the Consideration Shares to the AGB Shareholders. (l) Account. Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Vendor. The obligations of Vendor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment or Vendor's waiver, at or before the Closing, of each of the following conditions: (a) The representations and warranties of Purchaser contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it on or before the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Transaction Documents (other than this Agreement) Vendor shall have been received, duly executed and delivered by the parties thereto thereto, the documents required to give effect to the terminations and true and complete copies thereof shall have been delivered releases contemplated in Section 2.06, in form satisfactory to Vendor, acting reasonably. (e) Vendor shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Purchaser, certifying that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied. (f) Vendor shall have received a certificate signed by a duly authorized officer of the Secretary of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (g) Vendor shall have received a certificate of an officer of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (h) Purchaser shall have delivered to Vendor certificates representing the Consideration Closing Shares, free and clear of Encumbrances, other than and the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under certified cheque for the policies of the CSECash Consideration. (i) Purchaser shall have delivered to Vendor a certificate representing the RVT Warrants, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (j) One nominee of the Vendor, acceptable to the board of directors of the Purchaser, acting reasonably, will have been appointed to the Purchaser’s board of directors. (k) Vendor shall have received a legal opinion from counsel to the Purchaser confirming various corporate and securities laws matters relating to the issuance of the Consideration Shares to the AGB Shareholders. (l) Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Vendor. The obligations of Vendor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Vendor's ’s waiver, at or before the Closing, of each of the following conditions: (a) The representations and warranties of Purchaser contained set out in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto Article 5 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined true and correct in all respects as of that specified date in all respectsdate), except where the failure of such representations and warranties to be true and correct would not have a Purchaser Material Adverse Effect. (b) Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it on or before the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order Purchaser shall have been issued by any Governmental Authoritydelivered to (i) Vendor, and be in effectthe amount due under Section 2.5(a), which restrains or prohibits any material transaction contemplated hereby. (dii) The Vendor, the duly executed counterparts to the Transaction Documents (other than this Agreement), (iii) shall have been executed the Escrow Agent, the Escrow Amount and delivered by the parties thereto and true and complete copies thereof shall have been delivered (iv) to Vendor, such other documents and deliveries set forth in Section 3.2. (ed) Vendor shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Purchaser, that each of the conditions set forth in Section 6.03(a7.2(a) and Section 6.03(b7.2(b) have been satisfiedsatisfied (the “Purchaser Closing Certificate”). (fe) Vendor shall have received a certificate signed by a duly authorized officer of the Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (gf) Vendor shall have received a certificate of an officer the Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (h) Purchaser shall have delivered to Vendor certificates representing the Consideration Shares, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (i) Purchaser shall have delivered to Vendor a certificate representing the RVT Warrants, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (j) One nominee of the Vendor, acceptable to the board of directors of the Purchaser, acting reasonably, will have been appointed to the Purchaser’s board of directors. (k) Vendor shall have received a legal opinion from counsel to the Purchaser confirming various corporate and securities laws matters relating to the issuance of the Consideration Shares to the AGB Shareholders. (l) Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Vendor. The obligations of Vendor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Vendor's waiver, at or before the Closing, of each of the following conditions: (a) The Other than the representations and warranties of Purchaser contained set out in Section 4.01 and Section 4.03, the representations and warranties of Purchaser set out in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Purchaser set out in Section 4.01 and Section 4.03 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on or before the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which that restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed in Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Vendor, at or before the Closing. (e) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto thereto, and true and complete copies thereof shall have been delivered to Vendor. (ef) Vendor shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Purchaser, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have has been satisfied. (fg) Vendor shall have received a certificate signed by a duly authorized officer of the Secretary of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (gh) Vendor shall have received a certificate of an officer the Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (h) Purchaser shall have delivered to Vendor certificates representing the Consideration Shares, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (i) Purchaser shall have delivered to Vendor cash in an amount equal to the VMT Cash Amount and the SEBI Cash Amount, as applicable, by certified cheque or wire transfer in immediately available funds, to an account or accounts designated at least two Business Days before the Closing Date by Vendor in a certificate representing the RVT Warrants, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSEwritten notice to Purchaser. (j) One nominee of the Vendor, acceptable to the board of directors of the Purchaser, acting reasonably, will have been appointed to the Purchaser’s board of directors. (k) Vendor shall have received a legal opinion from counsel to the Purchaser confirming various corporate and securities laws matters relating to the issuance of the Consideration Shares to the AGB Shareholders. (l) Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Vendor. The All obligations of Vendor to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or Vendor's waiverfulfillment, at or before prior to the Closing, of each of the following conditions, any one or more of which may be waived in writing by Vendor in its sole discretion: (a) The All representations and warranties of made by Purchaser contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same force and effect as though if such representations and warranties had been made at on and as of such date (except those representations date. Purchaser shall have delivered to Vendor a certificate of a senior officer of the Purchaser, signed and warranties that address matters only dated as of a specified datethe Closing Date, to the accuracy of which shall be determined as of that specified date in all respects)foregoing effect. (b) Purchaser shall have duly fulfilled, complied with or otherwise performed and complied in all material respects with all agreements, covenants and conditions obligations required by under this Agreement and each of the other Transaction Documents to be performed or complied with by it on or before prior to the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, . Purchaser shall have performed such agreementsdelivered to Vendor a certificate of a senior officer of the Purchaser, covenants signed and conditionsdated as of the Closing Date, as so qualified, in all respectsto the foregoing effect. (c) No injunction or restraining order Purchaser shall have been issued by any Governmental Authority, and be paid the Purchase Price in effect, which restrains or prohibits any material transaction contemplated herebyaccordance with Article II. (d) The Transaction Documents (other than this Agreement) Purchaser shall have been executed delivered or caused to be delivered all certificates, documents and delivered by the parties thereto agreements to and true and complete copies thereof shall have been delivered to Vendorwhich it is a party or signatory described in Article VII. (e) Vendor No order of any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby, and there shall not have received a certificatebeen threatened, dated the Closing Date and signed nor shall there be pending, any action or proceeding by a duly authorized officer of Purchaseror before any court or governmental agency or other regulatory or administrative agency or commission, that each challenging any of the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfiedtransactions contemplated by this Agreement. (f) Vendor shall have received a certificate signed by a duly authorized officer such other certificates, instruments and documents, reasonably satisfactory in form and substance to Vendor, in confirmation of the representations and warranties of Purchaser certifying that attached thereto are true and complete copies or in furtherance of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (g) Vendor shall have received a certificate of an officer of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (h) Purchaser shall have delivered to Vendor certificates representing the Consideration Shares, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (i) Purchaser shall have delivered to Vendor a certificate representing the RVT Warrants, free and clear of Encumbrances, other than the Pooling Restrictions, and any restriction on transfer arising under applicable Law, or required under the policies of the CSE. (j) One nominee of the Vendor, acceptable to the board of directors of the Purchaser, acting reasonably, will have been appointed to the Purchaser’s board of directors. (k) Vendor shall have received a legal opinion from counsel to the Purchaser confirming various corporate and securities laws matters relating to the issuance of the Consideration Shares to the AGB Shareholders. (l) Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementAgreement as Vendor or their legal counsel may reasonably request.