PURCHASER'S CONDITIONS OF CLOSING. Purchaser's obligation to consummate the transactions provided for herein is subject only to the satisfaction or waiver by Purchaser on or before the Closing Date of the following conditions:
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligations of the Purchaser under this Agreement are subject to the following conditions for the exclusive benefit of the Purchaser being fulfilled at the Closing Date, waived by the Purchaser at or before the Closing Date, or agreed by the Vendor and the Purchaser to be indemnified for by the Vendor:
(a) the representations and warranties of the Vendor contained in this Agreement will be true and correct on and as of the Closing Date;
(b) the Vendor will have complied with all terms, covenants, and agreements in this Agreement agreed to be performed or caused to be performed by it on or before the Closing Date;
(c) no material loss or destruction of or damage to any of the assets of the Company will have occurred between the date of this Agreement and the Closing Date;
(d) no action or proceeding against the Company or the Vendor will be pending or threatened by any person, company, firm, governmental authority, regulatory body, or agency to enjoin or prohibit:
(i) the purchase and sale of the Shares contemplated by this Agreement or the right of the Purchaser to own the Shares; or
(ii) the right of the Company to conduct its operations and carry on the Business in the ordinary course as the Business and its operations have been carried on in the past;
(e) the Vendor will tender to the Purchaser a Vendor's Closing Certificate substantially in the form of Schedule 3 signed by the Vendor certifying the truth and correctness at the closing of the representations and warranties of the Vendor contained in Article 4, the performance of all covenants and agreements of the Vendor, and that the condition described in subsection 8.1(d) does not exist as at the Closing Date;
(f) all directors and officers of the Company specified by the Purchaser will resign;
(g) the Vendor and all directors, officers, and other shareholders of the Company will have executed releases by the Company, in a form satisfactory to the Purchaser, from any and all possible claims against the Company arising from any act, matter, or thing arising at or before the Closing Date;
(h) Phyto and the Purchaser shall have completed their due diligence review of the Company, the Business, the Company's assets and all other materials in the possession and control of the Company which are germane to the decision of Phyto and the Purchaser to proceed with the transactions contemplated hereunder and the results thereof shall be satisfactory to Phyto and the Purchaser, and their advisors, acting...
PURCHASER'S CONDITIONS OF CLOSING. The Purchaser's obligation to purchase and pay for the Securities is subject to the satisfaction or waiver, on or before the Closing Date, of the conditions precedent contained in this Section 2.
PURCHASER'S CONDITIONS OF CLOSING. All obligations of the Purchaser hereunder are subject, at the option of the Purchaser, to the fulfillment prior to or at Closing of each of the following conditions:
PURCHASER'S CONDITIONS OF CLOSING. The Purchasers' obligation to purchase and pay for the Shares is subject to the satisfaction or waiver, on or before the Closing Date, of the conditions contained in Paragraphs 3A through 3L.
PURCHASER'S CONDITIONS OF CLOSING. The sale and purchase of the Purchased Assets in accordance with the terms of this Agreement are subject to the following terms and conditions, each of which is included for the exclusive benefit of Purchaser, to be fulfilled and/or performed at or prior to the Time of Closing:
PURCHASER'S CONDITIONS OF CLOSING. Each Purchaser's obligations to purchase and pay for the Securities to be purchased by him or it is subject to satisfaction, prior to or simultaneously with the closing, of the following conditions:
(a) The Company shall have delivered a certificate of the President of the Company, dated the Closing Date, certifying that the representations and warranties of the Company contained in this Agreement and any Exhibit to which the Company is a party are true and correct in all material respects and that the Company has performed in all material respects all agreements and complied with all conditions contained in this Agreement and in any Exhibit to which it is a party that are required to be performed or complied with on or before the Closing Date.
(b) The Company shall have delivered a certificate of the Secretary of the Company, dated the Closing Date, certifying as to (i) the certificate of incorporation of the Company and any amendments thereto, (ii) the by-laws of the Company, and (iii) resolutions of the Board of Directors of the Company authorizing the issuance of the shares of Common Stock and the execution and delivery of this Agreement.
(c) The Company shall have executed and delivered to the New Purchasers the Registration Rights Joinder Agreement, substantially in the form of Exhibit "A" hereto.
PURCHASER'S CONDITIONS OF CLOSING. The obligations of the Purchaser under this Agreement are subject to the following conditions for the exclusive benefit of the Purchaser being fulfilled in all material respects in the reasonable opinion of the Purchaser on or before the Closing Date or waived by the Purchaser on or before the Closing Date or agreed by the Vendor and the Purchaser to be indemnified for by the Vendor:
(a) the representations and warranties of the Vendor contained in this Agreement will be true and correct on and as of the Closing Date;
(b) The Vendor will have complied with all terms, covenants and agreements in this Agreement agreed to be performed or caused to be performed by it on or before the Closing Date;
(c) no material loss or destruction of or damage to any of the assets of the Target will have occurred between the date of this Agreement and the Closing Date; and
(d) no action or proceeding against the Target or the Vendor will be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(e) the purchase and sale of the Target Shares contemplated by this Agreement or the right of the Purchaser to own the Target Shares; or
(f) the right of the Target to conduct its operations and carry on its business in the ordinary course as its business and its operations have been carried on in the past.
PURCHASER'S CONDITIONS OF CLOSING. 54 12.1 Conditions for the Benefit of the Purchaser............................ 54 12.2 Non-Fulfilment of Conditions etc. for the Benefit of the Purchaser..... 57
PURCHASER'S CONDITIONS OF CLOSING. 7.1 Representations 31 7.2 Performance 32 7.3 Officer's Certificate 32 7.4 Pending Matters 32
