Common use of In Favour of the Issuer Clause in Contracts

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Securityholders and PrivCo shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the PrivCo Securityholders and PrivCo contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders and PrivCo as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCo, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against PrivCo at the Time of Closing which may, if determined against the interest of PrivCo, cause a Material Adverse Change to PrivCo; and (e) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Patriot Securityholders and PrivCo Patriot shall have materially complied with all of their respective covenants and agreements contained in this AgreementAgreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing Date; (b) the representations and warranties of the PrivCo Patriot Securityholders and PrivCo Patriot contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Patriot Securityholders and PrivCo Patriot as of the Time of Closing, and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf of the Patriot Securityholders certifying such dated the Closing Date; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoPatriot, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against PrivCo Patriot at the Time of Closing which may, if determined against the interest of PrivCoPatriot, cause a Material Adverse Change to PrivCoPatriot; (e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”); and (ef) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.29.2) will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Isracann Securityholders and PrivCo Isracann shall have tendered all closing deliveries set forth in Section 9.2, respectively, including delivery of their Isracann Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers or other evidence of authorizing transfer of the Isracann Shares to the Issuer acceptable to the Issuer, acting reasonably; (b) the Isracann Securityholders and Isracann shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (bc) Isracann shall have commenced Construction and issued the applicable Performance Shares; (d) the representations and warranties of Isracann set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality qualifier) or in all material respects (in the case of any representation or warranty without any materiality qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of Isracann to this effect shall have been delivered to the Issuer; (e) the representations and warranties of the PrivCo Isracann Securityholders and PrivCo contained set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders and PrivCo as of the Time of ClosingClosing and delivery by each Isracann Securityholders of the documents described in Section 9.2 required to be delivered by such Isracann Securityholders shall constitute a reaffirmation and confirmation by such Securityholders of such representations and warranties; (cf) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoIsracann, during the time between the Effective Date and the Time of Closing, has occurred; (dg) there being no legal proceeding or regulatory actions or proceedings against PrivCo Isracann at the Time of Closing which may, if determined against the interest of PrivCoXxxxxxxx, cause a Material Adverse Change to PrivCoIsracann; and (eh) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.29.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Securityholders Polaris Shareholders and PrivCo Polaris shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the PrivCo Securityholders Polaris Shareholders and PrivCo Polaris contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders Polaris Shareholders and PrivCo Polaris as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoPolaris, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against PrivCo Polaris at the Time of Closing which may, if determined against the interest of PrivCoPolaris, cause a Material Adverse Change to PrivCoPolaris; and (e) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) 8.2 will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart counterparts, original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided:provided:‌ (a) the PrivCo Securityholders 226 Shareholders and PrivCo 226 shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the PrivCo Securityholders 226 Shareholders and PrivCo 226 contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders 226 Shareholders and PrivCo 226 as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCo226, during the time between the Effective Date and the Time of Closing, has occurred; (d) the delivery of a technical report on the Claims by 226 to the Issuer in compliance with National Instrument 43-101; (e) there being no legal proceeding or regulatory actions or proceedings against PrivCo 226 at the Time of Closing which may, if determined against the interest of PrivCo226, cause a Material Adverse Change to PrivCo226; and (ef) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s 's obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Securityholders DCU Shareholders and PrivCo DCU shall have tendered all closing deliveries set forth in Section 8.2, respectively, including delivery of their DCU Shares, duly endorsed in blank for transfer or accompanied by duly executed share transfer document (Form T) or other evidence of authorizing transfer of the DCU Shares to the Issuer acceptable to the Issuer, acting reasonably; (b) DCU shall confirm that DCU has in place a valid and effective DDTl O exemption certificate issued by the International Tax Unit at the Office of the Inland Revenue, and that such exemption will remain in full force and effect until the Time of Closing; (c) the DCU Shareholders and DCU shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (bd) the representations and warranties of DCU set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality qualifier) or in all material respects (in the case of any representation or warranty without any materiality qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of DCU to this effect shall have been delivered to the Issuer; (e) the representations and warranties of the PrivCo Securityholders and PrivCo contained DCU Shareholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders and PrivCo as of the Time of ClosingClosing and delivery by each DCU Shareholders of the documents described in Section 8.2 required to be delivered by such DCU Shareholders shall constitute a reaffirmation and confirmation by such Security holders of such representations and warranties; (cf) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoDCU, during the time between the Effective Date and the Time of Closing, has occurred; (dg) there being no legal proceeding or regulatory actions or proceedings against PrivCo DCU at the Time of Closing which may, if determined against the interest of PrivCoDCU, cause a Material Adverse Change to PrivCoDCU; (h) satisfactory completion by the Issuer of its due diligence review of DCU; (i) the Issuer will have received notification from Nasdaq that its obligation to provide advance notice to Nasdaq of certain transactions through the listing of the Issuer Consideration Shares and Issuer Additional Shares (if and as applicable) has been completed; and (ej) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s 's counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Numberco Securityholders and PrivCo Numberco shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the PrivCo Numberco Securityholders and PrivCo Numberco contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Numberco Securityholders and PrivCo Numberco as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoNumberco, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against PrivCo Numberco at the Time of Closing which may, if determined against the interest of PrivCoNumberco, cause a Material Adverse Change to PrivCoNumberco; and (e) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Securityholders UXD Shareholders and PrivCo UXD shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the PrivCo Securityholders UXD Shareholders and PrivCo UXD contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders UXD Shareholders and PrivCo UXD as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoUXD, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against PrivCo UXD at the Time of Closing which may, if determined against the interest of PrivCoUXD, cause a Material Adverse Change to PrivCoUXD; and (ef) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Securityholders Cybeats Shareholders and PrivCo Cybeats shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the PrivCo Securityholders Cybeats Shareholders and PrivCo Cybeats contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders Cybeats Shareholders and PrivCo Cybeats as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that it has completed, and is satisfied with, its due diligence in respect of Cybeats; (d) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoCybeats, during the time between the Effective Date and the Time of Closing, has occurred; (de) Cybeats will have no cash on hand as of the Time of Closing; (f) each of the Cybeats Founders shall have entered into employment agreements on terms and conditions that are mutually agreed to by the parties; (g) there being no legal proceeding or regulatory actions or proceedings against PrivCo Cybeats at the Time of Closing which may, if determined against the interest of PrivCoCybeats, cause a Material Adverse Change to PrivCoCybeats; and (eh) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the PrivCo Securityholders Pan Canadian Shareholders and PrivCo Pan Canadian shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the PrivCo Securityholders Pan Canadian Shareholders and PrivCo Pan Canadian contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the PrivCo Securityholders Pan Canadian Shareholders and PrivCo Pan Canadian as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PrivCoPan Canadian, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against PrivCo Pan Canadian at the Time of Closing which may, if determined against the interest of PrivCoPan Canadian, cause a Material Adverse Change to PrivCoPan Canadian; (e) each of the Pan Canadian Shareholders shall have executed the Pan Canadian Shareholder Consent Agreement and delivered a duly executed copy of such agreement and any other certificates, instruments, agreements or other documents required thereunder to the Issuer; and (ef) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) 8.2 will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart counterparts, original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.