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 reasonably; and (i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser. 8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement. 8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing. 8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that: (a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia; (b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and (c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligations obligation of the Purchaser under this Agreement are to complete the purchase of the Purchased Shares is subject to the satisfaction, or waiver by the Purchaser, at or before the Closing, of the following conditions conditions, which are for the exclusive sole benefit of the Purchaser being fulfilled at the Closing Dateand which may be waived, waived in whole or in part, by the Purchaser at or before any time without prejudice to the Closing Date, or agreed by the Vendor and the Purchaser Purchaser’s right to be indemnified for by the Vendorrely on any other condition precedent:
(a) The representations and warranties of the Vendors contained in Section 3 of this Agreement, and the representations and warranties of the Vendor Corporation contained in Section 4 of this Agreement will shall be true and correct on and as of the Closing Date;in all material respects.
(b) All of the Vendor will have terms, covenants and conditions of this Agreement to be complied with all terms, covenants, and agreements in this Agreement agreed to be performed or caused to be performed by it the Vendors on or before the Closing Date;Date shall have been complied with or performed in all material respects.
(c) no material loss or destruction of or damage to any The Purchaser shall be satisfied, in its sole discretion, that the accounting books and records of the assets Corporation are adequate to permit the Purchaser to produce pro forma financial statements that would be required to be filed by the Purchaser in connection with the Transaction, if any, and audited consolidated financial statements of the Company will have occurred between Purchaser; provided that unless the date of Purchaser delivers written notice that this Agreement and condition has not been satisfied on or before January 15, 2020, this condition shall be conclusively deemed to be waived by the Closing Date;Purchaser.
(d) no The receipt of all regulatory and third-party approvals and consents, on terms satisfactory to the Purchaser, including, in particular, approval of the Transaction and the proposed issuance of Consideration Shares in connection therewith by the CSE.
(e) There shall not have occurred any change, effect or circumstance that is or would reasonably be expected to materially and adversely affect the assets, properties, financial condition, or results of operations (a “Material Adverse Effect”) of the Corporation or its business (provided that none of the following shall constitute or be taken into account in determining whether there has been, is or would be a Material Adverse Effect: (i) any action taken or proceeding against omitted to be taken pursuant to this Agreement, at the Company request of the Purchaser, or with the Purchaser’s consent, or (ii) any change resulting from the announcement or performance of this Agreement or the Vendor consummation of the Transaction).
(f) The Purchaser shall have received duly executed copies of, and the Vendors hereby covenant that they will be pending or threatened by any personprovide, company, firm, governmental authority, regulatory body, or agency to enjoin or prohibitas applicable:
(i) the purchase and sale a certificate of status of the Shares contemplated by this Agreement or the right of the Purchaser to own the Shares; orCorporation;
(ii) a non-competition agreement to be entered into by Xxxxxxx, in substantially the right of the Company to conduct its operations and carry on the Business in the ordinary course form attached hereto as the Business and its operations have been carried on in the pastExhibit “B”;
(eiii) a duly executed copy of the Vendor will tender employment agreement to be entered into between the Purchaser Corporation and Xxxxxxx;
(iv) all corporate records and minute books of the Corporation;
(v) share certificates representing the Purchased Shares, duly endorsed in blank for transfer or accompanied by irrevocable security transfer powers of attorney duly executed in blank;
(vi) a Vendor's Closing Certificate substantially in certificate executed by or on behalf of the form Vendors and the Corporation, certifying that:
(i) on the part of Schedule 3 signed by the Vendor certifying the truth and correctness at the closing of Vendors, that the representations and warranties of the Vendor Vendors contained in Article 4, the performance this Agreement are true and correct in all material respects as 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;
; (fii) on the part of the Corporation, that the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Closing Date; (iii) all directors and officers of the Company specified terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser will resign;
(g) Vendors or 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 Corporation on or before the Closing Date;
Date have been complied with or performed in all material respects; and (hiii) 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 there has not occurred a Material Adverse Effect with respect 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 reasonablyCorporation; and
(ivii) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver evidence satisfactory to the Purchaser at that the Pre-Closing Date an opinion of Reorganization has been completed; (such documents collectively referred to herein as the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser“Vendors’ Closing Documents”).
Appears in 1 contract
Samples: Share Purchase Agreement
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligations purchase of the Assets by the Purchaser under this Agreement are is subject to the following conditions precedent 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver by written notice to the Purchaser Vendors at the Closing Date an opinion of the Vendor's counsel, addressed or prior to the Purchaser, in form satisfactory to Purchaser's counsel, thatClosing:
(a) all necessary shareholder and regulatory approval for the Company is duly incorporatedpurchase of the Assets by the Purchaser shall have been obtained including, organizedwithout limitation, TSXV and shareholder approval, and validly existing under such further approvals as may be necessary or required by law or contract to consummate the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbiatransaction contemplated by this Agreement;
(b) the number of authorized representations and issued shares in the capital warranties of the Company is Vendors set forth in this agreement shall be true and correct in all material respects on and as warranted of the Closing Time, with the same force and effect as though such representations and warranties had been made or given at and as of the Closing Date;
(c) the Vendors shall have materially performed or complied with all obligations, agreements and covenants contained in this Agreement as to which performance or compliance by the Vendor Vendors is required prior to or at the Closing Date;
(d) no material suit, action, or other proceeding shall be pending before any Governmental Authority seeking to restrain, prohibit, enjoin, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) the Purchaser shall have completed a due diligence review of the Assets and shall have obtained satisfactory results therefrom as determined by the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessablePurchaser in its sole discretion; and
(cf) all necessary steps and corporate proceedings the Purchaser shall have been taken obtained binding commitments from investors to permit the Shares to be duly and validly transferred to and registered in the name purchase securities of the Purchaser on or before the Closing Time such that the Purchaser will realize gross proceeds of at least USD $45 million (the “Financing”). To the extent applicable, the price per security will be determined in accordance with the policies of the TSXV and will be acceptable to the Purchaser, acting reasonably. If any of the foregoing conditions has not been complied with, or waived by the Purchaser at or before the Closing Time the Purchaser may, in addition to any other remedies which it may have available to it, terminate its obligations to purchase the Assets by written notice to the Vendors at or prior to the Closing Time specifying the conditions which have not been satisfied and, in such event, the Purchaser shall be released and discharged from all further obligations hereunder, other than those contained in Section 10.1 and Article 11.
Appears in 1 contract
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligations Purchaser's obligation to carry out the terms of the Purchaser under this Agreement are and to complete the purchase referred to in Section 2.1 hereof is subject to the following conditions for the exclusive benefit of the Purchaser being fulfilled at the Closing Dateconditions, waived each waivable unilaterally by the Purchaser at or before the Closing Dateits election, or agreed by the Vendor and the Purchaser to be indemnified for by the Vendorthat:
(a) the Purchaser will have completed its due diligence of the Company the result of which is satisfactory to the Purchaser acting reasonably;
(b) the representations and warranties of the Vendor Vendors contained in this Agreement or in any certificate or other document delivered to the Purchaser pursuant hereto will be true and correct in all material respects on or as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date;
(bc) all the Vendor will have complied with all terms, covenants, and agreements in obligations of the Vendors under this Agreement agreed and the Ancillary Agreements to be performed or caused to be performed by it on at 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 Datebeen so performed;
(d) at the Closing Date, there will have been no material adverse change in the affairs, assets, liabilities, financial condition or business (financial or otherwise) of the Company since the date hereof;
(e) shareholders of the Company holding not less than ninety percent (90%) of the Shares have agreed to sell their Shares to the Purchaser and those Other Shareholder selling their Shares have duly executed the form of the agreement attached hereto as Schedule 5.1(h) at or before the Closing;
(f) no action or proceeding against the Company by law or the Vendor in equity will be pending or threatened by any person, company, firm, governmental authority, regulatory body, or agency Person to enjoin or prohibit:
(i1) the purchase and sale of the Vendors' Shares contemplated by this Agreement hereby or the right of the Purchaser to own the Vendors' Shares; or
(ii2) the right of the Company or any Subsidiary to conduct its operations and carry on the Business its business in the ordinary normal course as the Business its 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 any consents or approvals to this transaction from any Person 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 been obtained on or before the Closing Date;; and
(h) Phyto and the Purchaser shall will have completed their due diligence review filed an information statement pursuant to Rule 14C xx xxx Xxxxxxxxxx Xxxxxxxx Xxx (Xxxxxx Xxxxxx) xxx that a period of twenty (20) days has passed from the date 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaserfiling.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Cti Diversified Holdings Inc)
PURCHASER'S CONDITIONS OF CLOSING. 8.1 9.1 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 at the Time of Closing Date, or waived by the Purchaser at or before the Closing Date, or agreed by the Vendor and the Purchaser to be indemnified for by the VendorTime of Closing:
(a) that all of the Vendors have become a party to this Agreement and that all of the Vendors are ready, willing and able to complete the sale of their Shares at the Time of Closing;
(b) that the representations and warranties of the Vendor Vendors contained in this Agreement will be true and correct and on and as of the Closing Date;
(bc) that the Vendor Vendors will have complied with all terms, covenants, covenants and agreements in this Agreement agreed to be performed or caused to be performed by it on or before the Closing Date;
(cd) that the Company will have entered into employment contracts with the Employees substantially in the form of Schedule 10;
(e) that 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 DateTime of Closing;
(df) that no action or proceeding against the Company or the Vendor Vendors will be pending or threatened by any person, company, firm, governmental authority, regulatory body, 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;; and
(eg) that the Vendor will Vendors tender to the Purchaser a Vendor's Vendors' Closing Certificate substantially in the form of Schedule 3 signed by the Vendor Vendors certifying the truth and correctness at the closing of the representations and warranties of the Vendor Vendors contained in Article 4, the performance of all covenants and agreements of the Vendor, Vendors and that the condition described in subsection 8.1(d9.1(f) 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 9.2 If any of the conditions in section 8.1 9.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1for, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the VendorVendors. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor Vendors will also be released unless the Vendor was Vendors were reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has Vendors have breached any of its representations, warranties, covenants, covenants or agreements in this Agreement.
8.3 9.3 The conditions in section 8.1 9.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment fulfilment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 9.4 The Vendor Vendors will deliver to the Purchaser at the Time of Closing Date an opinion of the VendorCompany's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, counsel that:
(a) the Company is duly incorporated, organized, organized and validly existing under the law federal laws of the province of British Columbia Canada and is in good standing with respect to the filing of annual reports its Federal Annual Return (Form 22) with Corporations Canada and with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor Vendors and the these Shares are were duly authorized, authorized and validly issued, and outstanding issued as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligations Purchaser's obligation to carry out the terms of the Purchaser under this Agreement are and to complete the purchase referred to in Section 2.1 hereof is subject to the following conditions for the exclusive benefit of the Purchaser being fulfilled at the Closing Dateconditions, waived each waivable unilaterally by the Purchaser at or before the Closing Dateits election, or agreed by the Vendor and the Purchaser to be indemnified for by the Vendorthat:
(a) all the representations and warranties of the Vendor contained in this Agreement or in any certificate or other document delivered to the Purchaser pursuant hereto, including the Environmental Indemnity Agreement, will be true and correct in all respects on or as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, save and except those representations and warranties that have been determined to be or become untrue or incorrect during the Interim Period for which either:
(1) the Vendor and Purchaser have made an agreement regarding the untrue or incorrect representation or warranty under Section 5.4(a); or
(2) the untrue or incorrect representation or warranty represents an actual or potential financial cost, loss or liability to the Purchaser or the Company which is or would reasonably be expected to be less than $5,000,000;
(b) all the obligations of the Vendor will have complied with under Section 5.1 and all terms, covenants, and agreements in other material obligations of the Vendor under this Agreement agreed or any Ancillary Agreement to be performed or caused to be performed by it on at or before the Closing Datewill have been so performed;
(c) except for pre-Closing transactions permitted under this Agreement, at the Closing Date there will have been no material loss adverse change in the affairs, assets, liabilities, financial condition or destruction business of or damage the Company since the Statement Date other than any material adverse change in the forest industry in the Interior of British Columbia generally occurring since the Statement Date, and the Minister of Forests will not have expressed any present intention to cancel any of the assets Timber Tenures if the control of the Company will have occurred between changes by the date sale of this Agreement and the Closing DateVendor's Shares as contemplated herein;
(d) there will have been no material damage or destruction by fire or other hazard to the whole or any material part of the Assets of the Company in the Interim Period not covered by insurance;
(e) no legal action or other proceeding against the Company by law or the Vendor in equity will be commenced or pending or threatened by any person, company, firm, governmental authority, regulatory body, or agency Person to enjoin or prohibit:
(i1) the purchase and sale of the Vendor's Shares and the Vendor's Loans contemplated by this Agreement hereby or the right of the Purchaser to own the SharesVendor's Shares and the Vendor's Loans; or
(ii2) the right of each of the Company to conduct its operations and carry on the Business its business in the ordinary normal course as the its 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 ; that, in the form Purchaser's opinion, acting reasonably, would have a reasonable probability of Schedule 3 signed success or prevents the availability of financing for the transactions contemplated 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 Datethis Agreement;
(f) all directors and officers the following agreements will have been terminated without cost to the Company by the parties thereto as of the Closing Date:
(1) any shareholders' or similar agreement;
(2) any management, consulting or similar agreement between the Company specified by and any other Person not dealing at arm's length with the Vendor;
(3) any non-competition, confidentiality or similar agreement between the Company and any other Person not dealing at arm's length with the Vendor other than those agreements in respect of which the Company is the beneficiary and does not have any material obligations; and
(4) any profit participation or similar agreement entered into among the Company and its senior management other than pension and lumber trader compensation arrangements disclosed to the Purchaser will resignin writing before the Commitment Date;
(g) the Purchaser will have either obtained an Advance Ruling Certificate under section 102 of the COMPETITION ACT (Canada) or each of the Vendor and Purchaser will have filed all directors, officersnotices and information required under Part IX of the COMPETITION ACT and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the COMPETITION ACT ("Director"), and other shareholders the applicable waiting periods and any extensions thereof will have expired without the Director expressing a present intention to restrain or challenge any part of the Company transactions contemplated in this Agreement and any applicable waiting period under the HSR Act relating to the transactions contemplated under this Agreement 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, expired or thing arising at or before the Closing Datebeen terminated;
(h) Phyto and the Purchaser shall have has completed their due diligence review and received the net proceeds of a US$150,000,000 high yield debt financing substantially on the terms described in the January 31, 2004 draft 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaseroffering memorandum for such financing.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Riverside Forest Products Marketing LTD)
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligations purchase and sale of the Purchaser under this Agreement are Purchased Assets is subject to the following terms and conditions for the exclusive benefit of the Purchaser being to be fulfilled at the Closing Date, waived by the Purchaser and/or performed at or before prior to the Closing Date, or agreed by the Vendor and the Purchaser to be indemnified for by the VendorTime of Closing:
(a) the 8.1 The covenants, representations and warranties of the Vendor to the Purchaser contained in this Agreement will shall be true and correct on at the Time of Closing with the same force and effect as if such covenants, representations and warranties were made at and as of such time provided that the Closing Date;closing of the transaction of purchase and sale herein provided for shall not be nor be deemed to be a waiver of the covenants, representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect as provided for in Article 7.1 hereof.
(b) 8.2 All of the terms, covenants and conditions of this Agreement to be complied with or performed by 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 at or before the Closing Date;Date shall have been complied with or performed.
(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 8.3 No action or proceeding against the Company in Canada by law or the Vendor will in equity shall be pending or threatened by any person, firm, company, firmgovernment, governmental authority, regulatory body, body or agency to enjoin enjoin, restrict or prohibit:
(i) prohibit the purchase and sale of the Shares Purchased Assets contemplated by hereby.
8.4 The execution and delivery of 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 shall 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 duly authorized 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name corporate action on behalf of the Purchaser.
8.2 If 8.5 The Vendor shall cause the necessary steps and proceedings to be taken by the Corporation to permit the Purchased Assets to be duly and effectively transferred to the Purchaser.
8.6 All documents or copies thereof required to be delivered to the Purchaser shall have been so delivered.
8.7 In case any condition, obligation or covenant of the conditions in section 8.1 are Vendor to be performed prior to the Time of Closing shall not fulfilled or waived or indemnified for as contemplated in section 8.1have been performed prior to the Time of Closing, the Purchaser on the Closing Date may rescind terminate this Agreement by notice in writing to the Vendor. In Vendor and in such event, event the Purchaser shall be released from all obligations under hereunder and unless the Purchaser can show that the condition or conditions for the non-performance of which the Purchaser has rescinded this AgreementAgreement are reasonably capable of being performed or caused to be performed by the Vendor, and then the Vendor will shall also be released unless from all obligations hereunder; provided, however, that the Vendor was reasonably capable of causing such condition or conditions Purchaser shall be entitled to be fulfilled or the Vendor has breached waive compliance with any of its representationssuch conditions, warranties, covenants, obligations or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived covenants in whole or in part by the Purchaser if it sees fit to do so without prejudice to any right of rescission or any other right its rights of termination in the event of the non-fulfillment performance of any other condition condition, obligation or conditions. A waiver will be binding only if it is covenant in writingwhole or in part.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
PURCHASER'S CONDITIONS OF CLOSING. 8.1 6.1 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 at the Time of Closing Date, or waived by the Purchaser at or before the Time of Closing Date, or agreed by the Vendor Vendors and the Purchaser to be indemnified for by the VendorVendors:
(a) the representations and warranties of the Vendor Vendors contained in this Agreement will be true and correct on and as of the Closing Date;
(b) the Vendor Vendors will have complied with all terms, covenants, covenants and agreements in this Agreement agreed to be performed or caused to be performed by it them 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 Vendors will be pending or threatened by any person, company, firm, governmental authority, regulatory body, 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 its business in the ordinary course as the Business and its operations have been carried on in the pastcourse;
(ed) the Vendor Vendors will tender to the Purchaser a Vendor's the Vendors’ Closing Certificate substantially in the form of Schedule 3 signed by the Vendor Vendors certifying the truth and correctness at the closing Closing of the representations and warranties of the Vendor Vendors contained in Article 4, the performance of all covenants and agreements of the Vendor, Vendors and that the condition described in subsection 8.1(d6.1(c) does not exist as at the Closing Date;
(f) all directors and officers of the Company specified by the Purchaser will resign;
(ge) the Vendor and all directors, officers, and other shareholders of the Company Vendors will have executed releases by the Companyreleases, in a form satisfactory to the Purchaser, releasing the Company from any and all possible claims against the Company arising from any act, matter, matter or thing arising at or before the Closing DateTime of Closing;
(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 reasonably; and
(if) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 6.2 If any of the conditions in section 8.1 6.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1for, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the VendorVendors. In such event, event the Purchaser shall be released from all obligations under this Agreement, and the Vendor Vendors will also be released unless the Vendor was Vendors were reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has Vendors have breached any of its their representations, warranties, covenants, covenants or agreements in under this Agreement.
8.3 6.3 The conditions in section 8.1 6.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 6.4 The Vendor Vendors will deliver to the Purchaser at the Time of Closing Date an opinion of the Vendor's Vendors’ counsel, addressed to the Purchaser, in form satisfactory to the Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, organized and validly existing under the law laws of the province of British Columbia Mexico, and is in good standing with respect to the filing of required annual reports with the Office of the Registrar of Companies of British Columbiareturns;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor Vendors and the Shares are duly authorized, validly issued, issued and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Great Panther Resources LTD)
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligations Purchaser's obligation to carry out the terms of the Purchaser under this Agreement are and to complete the purchase referred to in Section 2.1 hereof is subject to the following conditions for the exclusive benefit of the Purchaser being fulfilled at the Closing Dateconditions, waived each waivable unilaterally by the Purchaser at or before the Closing Dateits election, or agreed by the Vendor and the Purchaser to be indemnified for by the Vendorthat:
(a) the Purchaser will have completed its due diligence of the Company the result of which is satisfactory to the Purchaser acting reasonably;
(b) the representations and warranties of the Vendor Vendors contained in this Agreement or in any certificate or other document delivered to the Purchaser pursuant hereto will be true and correct in all material respects on or as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date;
(bc) all the Vendor will have complied with all terms, covenants, and agreements in obligations of the Vendors under this Agreement agreed and the Ancillary Agreements to be performed or caused to be performed by it on at 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 Datebeen so performed;
(d) at the Closing Date, there will have been no material adverse change in the affairs, assets, liabilities, financial condition or business (financial or otherwise) of the Company since the date hereof;
(e) no action or proceeding against the Company by law or the Vendor in equity will be pending or threatened by any person, company, firm, governmental authority, regulatory body, or agency Person to enjoin or prohibit:
(i1) the purchase and sale of the Vendors' Shares contemplated by this Agreement hereby or the right of the Purchaser to own the Vendors' Shares; or
(ii2) the right of the Company to conduct its operations and carry on the Business its business in the ordinary normal course as the Business its 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;; and
(f) all directors and officers the results of the Company specified by the Purchaser will resign;
(g) the Vendor and all directors, officers, and other shareholders audit of the Company will have executed releases by the Company, in a form be 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
PURCHASER'S CONDITIONS OF CLOSING. 8.1 7.1 The obligations of the Purchaser Purchasers under this Agreement are subject to the following conditions for the exclusive benefit of the Purchaser Purchasers being fulfilled in all material respects in the reasonable opinion of the Purchasers at the Time of Closing Date, or waived by the Purchaser Purchasers at or before the Closing Date, or agreed by the Vendor and the Purchaser to be indemnified for by the VendorTime of Closing:
(a) the representations and warranties of the Vendor contained in this Agreement will be true and correct in all material respects on and as of the Closing Date;
(b) the Vendor will have complied in all material respects with all terms, covenants, 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 DateTime of Closing;
(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, 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 Purchasers 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 were carried on in at the pastdate of this Agreement;
(e) all directors and officers of the Company specified by the Purchasers will resign;
(f) the Vendor will tender to the Purchaser Purchasers a Vendor's Closing Certificate substantially closing certificate, in a form acceptable to the form of Schedule 3 Purchasers, signed by the Vendor certifying the truth and correctness as at the closing Closing Date of the representations and warranties of the Vendor contained in Article 4paragraph 4 of this Agreement, 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.paragraph 7.1
Appears in 1 contract
Samples: Share Purchase Agreement (Wireless Age Communications Inc)
PURCHASER'S CONDITIONS OF CLOSING. 8.1 8.01 The obligations purchase by the Purchasers of the Purchaser under this Agreement are Purchased Shares herein provided for is subject to the following terms and conditions for the exclusive benefit of the Purchaser being Purchasers to be fulfilled at the Closing Date, waived by the Purchaser and/or performed at or before prior to the Closing Date, or agreed by the Vendor and the Purchaser to be indemnified for by the Vendor:Time of Closing;
(a) The representation and warranties of the Vendor contained in Article 3.00 hereof shall be true and correct as of the date hereof and each and every one of such representations and warranties is deemed to be a condition;
(b) The Vendor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it;
(c) The covenants, representations and warranties of the Vendor contained in this Agreement will Agreement, or in any Schedule hereto, or in any certificate or other document delivered to the Purchasers pursuant hereto shall be true and correct on and as of the Closing Date with the same force and effect as though such covenants, representations and warranties had been made on and as of such date (and subject only to such changes as are contemplated in this Agreement), and the Purchasers shall have received at the Time of Closing on the Closing Date a certificate dated the Closing Date, in form satisfactory to counsel for the Purchasers acting reasonably, signed under seal by the Vendor, to the effect that such covenants, representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date; provided that the acceptance of such certificate and the Closing of the transaction herein provided for shall not be a waiver of the covenants, representations and warranties contained in Article 3.00 or Article 4.00 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement or in the certificate under this clause 8.01 (c) which covenants, representations and warranties shall continue in full force and effect as provided in Article 7.00 hereof;
(bd) At the Closing Date the Purchasers shall be satisfied in its sole discretion that any objection, issue or matter raised as a result of the due diligence performed by it and on its behalf by its professional advisors pursuant to Article 4.01 have been adequately dealt with;
(e) No substantial damage by fire or other hazard to the physical assets of the Corporation shall have occurred prior to the Time of Closing;
(f) All required consents, approvals, orders and authorizations of any person including lenders and governmental and regulatory authorities and bodies and licensors, if necessary, shall have been obtained;
(g) Execution and delivery by the Vendor will and by any director, officer or key employee of the Corporation of a full and final release of claims against the Corporation up to and including the Closing Date except for claims arising out of this Agreement;
(h) Execution and delivery by the Vendor and Sydney to the Purchasers at the Time of Closing of a Non-Competition/Non-Solicitation Confidentiality Agreement in the form of the unexecuted agreement annexed hereto as Schedule "C".
8.02 In case any one or more of the foregoing conditions shall not have complied with all termsbeen fulfilled and/or performed to the satisfaction of the Purchasers on or before the Closing Date, covenants, and agreements in the Purchasers may rescind this Agreement agreed by delivering written notice to the Vendor and in such event the Purchasers shall be released from all obligations hereunder and unless the Purchasers can show that the condition or conditions for the non-performance of which the Purchasers have rescinded such Agreement are reasonably capable of being 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) then 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall also be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached hereunder; provided that any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The the said conditions in section 8.1 may be waived in whole or in part by the Purchaser Purchasers without prejudice to any right its rights of rescission or any other right in the event of the non-fulfillment fulfilment of any other condition or conditions. A , any such waiver will to be binding upon the Purchasers only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
PURCHASER'S CONDITIONS OF CLOSING. 8.1 The obligation of Purchaser to purchase and pay for the Assets and to assume the liabilities and obligations of the Purchaser under this Agreement are set forth herein shall be subject to and conditioned upon the following conditions for the exclusive benefit of the Purchaser being fulfilled satisfaction at the Closing Date, waived by of each of the Purchaser at or before the Closing Date, or agreed by the Vendor and the Purchaser to be indemnified for by the Vendorfollowing conditions:
(a) the 6.1.1 All representations and warranties of the Vendor Seller contained in this Agreement will and the Schedules hereto shall be true and correct on at and as of the Closing Date;
(b) the Vendor will Date and Seller shall have complied with performed all terms, covenants, agreements and agreements in this Agreement agreed covenants and satisfied all conditions on its part to be performed or caused to be performed satisfied 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing pursuant to the Vendor. In such event, the Purchaser shall be released from all obligations under terms of this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable Purchaser shall have received a certificate of causing such condition or conditions to be fulfilled or the Vendor has breached any an authorized officer of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at Seller dated the Closing Date an opinion to such effect;
6.1.2 There shall have been no material adverse change since the date of the VendorUnaudited Balance Sheet in the financial condition, business or affairs of Seller, and Seller shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which substantially affects the value of its assets, properties or business, and Purchaser shall have received a certificate of the principal financial officer of Seller dated the Closing Date to such effect;
6.1.3 Seller shall have delivered to Purchaser a Certificate of the Secretary of State (or other authorized public official) of Seller's counsel, addressed jurisdiction of incorporation certifying as of a date reasonably close to the PurchaserClosing Date that Seller has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation;
6.1.4 Seller shall have executed and delivered the Escrow Agreement to Purchaser and the Escrow Agent;
6.1.5 Purchaser shall have received from Xxxxxx, Xxxxxxx & Xxxxxxx, LLP, counsel for Seller, an opinion, dated the Closing Date, in form and substance satisfactory to Purchaser's counselPurchaser and its counsel in the form attached hereto as Exhibit C;
6.1.6 Seller shall have obtained all authorizations, that:consents, waivers and approvals as may be required in connection with the assignment of those contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments to be assigned to Purchaser pursuant to this Agreement;
(a) 6.1.7 Seller shall have executed and delivered the Company is duly incorporated, organizedXxxx of Sale, and validly existing under Assignment Agreement to Purchaser in the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbiaform attached hereto as Exhibit D;
(b) 6.1.8 Xxxxxx shall have executed for the number benefit of authorized and issued shares Purchaser a Non-Competition Agreement in the capital of the Company is form attached hereto as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.Exhibit E;
Appears in 1 contract
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 Xxxxx 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has breached any of its representations, warranties, covenants, or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement
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 in all material respects in the reasonable opinion of the Purchaser at the Time of Closing Date, or waived by the Purchaser at or before the Time of Closing Date, or agreed by the Vendor Vendors and the Purchaser to be indemnified for by the VendorVendors:
(a) the representations and warranties of the Vendor Vendors contained in this Agreement will be true and correct on and as of the Closing Date;
(b) the Vendor Vendors will have complied with all terms, covenants, 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 DateTime of Closing;
(d) no action or proceeding against the Company or the Vendor Vendors will be pending or threatened by any person, company, firm, governmental authority, regulatory body, 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 reasonably; and
(i) all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
8.2 If any of the conditions in section 8.1 are not fulfilled or waived or indemnified for as contemplated in section 8.1for, the Purchaser on the Closing Date may rescind this Agreement by notice in writing to the VendorVendors. In such event, the Purchaser shall be released from all obligations under this Agreement, and the Vendor Vendors will also be released unless the Vendor was Vendors were reasonably capable of causing such condition or conditions to be fulfilled or the Vendor has Vendors have breached any of its representations, warranties, covenants, covenants or agreements in this Agreement.
8.3 The conditions in section 8.1 may be waived in whole or in part by the Purchaser without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.
8.4 The Vendor will deliver to the Purchaser at the Closing Date an opinion of the Vendor's counsel, addressed to the Purchaser, in form satisfactory to Purchaser's counsel, that:
(a) the Company is duly incorporated, organized, and validly existing under the law of the province of British Columbia and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia;
(b) the number of authorized and issued shares in the capital of the Company is as warranted by the Vendor and the Shares are duly authorized, validly issued, and outstanding as fully paid and non-assessable; and
(c) all necessary steps and corporate proceedings have been taken to permit the Shares to be duly and validly transferred to and registered in the name of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement
