Purchaser’s Conditions Precedent prior to the Closing Date. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser to - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution Date: (a) the Vendors and the Company shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendors and the Company on or before the Closing Date (as hereinafter determined); (b) the Company will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Company who will be in compliance with, and has not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Company may be subject; (c) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (d) no material loss or destruction of or damage to the Company, any of the Company's Assets, any of the Company's Business or the Purchased Shares shall have occurred; (e) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of any of the Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Company to conduct its operations and carry on, in the normal course, its Company's Business and operations as it has carried on in the past; - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - (f) the delivery to the Purchaser by the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information: (i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, its assets and the Company's Business; and (ii) details of any lawsuits, claims or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either of the Vendors or the Company is aware and the Purchaser is unaware; (g) the Company will, for a period of at least five business days prior to the Closing Date (as hereinafter determined), during normal business hours: (i) make available for inspection by the solicitors, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company; (ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations; and (i) the completion by the Purchaser and by the Purchaser's professional advisors of a thorough due diligence and operations review of both the business and operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser. - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -
Appears in 1 contract
Purchaser’s Conditions Precedent prior to the Closing Date. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser to - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than five calendar days prior to the Subject Removal Date:
(a) the Vendors Vendor Group and the Company shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendors Vendor Group and the Company on or before the Closing Date (as hereinafter determined);
(b) the Vendor Group and the Company will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor Group and the Company who will be in compliance with, and has have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Vendor Group or the Company may be subject;
(c) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose;
(d) no material loss or destruction of or damage to the Company, any of the Company's Assets, any of the Company's Business or the Purchased Shares shall have occurred;
(e) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of any of the Vendors Vendor to dispose of any of the Purchased Shares; or
(ii) the right of the Company to conduct its operations and carry on, in the normal course, its Company's Business and operations as it has carried on in the past; - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -;
(f) the delivery to the Purchaser by the Vendor Group and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information:
(i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, its assets and the Company's Business; and
(ii) details of any lawsuits, claims or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either of the Vendors Vendor Group or the Company is aware and the Purchaser is unaware;
(g) the Vendor Group and the Company will, for a period of at least five business days prior to the Closing Date (as hereinafter determined), during normal business hours:
(i) make available for inspection by the solicitorscounsels, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company;
(ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and
(iii) require the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations;
(h) the delivery to the Purchaser by the Company and Vendor Group of an acceptable form of final Release respecting any and all claims which either of such Parties had, or may have had, against any such other Party prior to Closing and including, without limiting the generality of the foregoing, the HDH Group and Xx. Xxxxx Release of all Claims as against the Company and the Vendor in respect of, among all matters, the Disputed Contracts and all amounts and expenses previously claimed thereunder;
(i) the delivery to the Purchaser by the Company and the Vendor Group of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to the effect that:
(i) the Company is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate laws;
(ii) the Company has the power, authority and capacity to own and use all of its assets and to carry on its Company's Business as presently conducted by it;
(iii) the Company, as the legal and beneficial owner of all of its assets, holds all of the assets free and clear of all liens, charges and claims of others;
(iv) the number of authorized and issued shares in the share capital of the Company are as warranted by the Vendor Group and the Company, and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable;
(v) all necessary steps and corporate proceedings have been taken by the Vendor and the Company to permit the Purchased Shares to be duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date and to cancel any and all outstanding Company's Options in and to the Company, if any, in consideration of and exchange for the granting of an equal number of Options as contemplated herein;
(vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendor Group or the Company which might materially affect either the Company, its assets or the Company's Business or which could result in any material liability to either of the Company, its assets or the Company's Business; and
(ivii) as to all other legal matters of a like nature pertaining to the Vendor Group, the Company, its assets, the Company's Business and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; and
(j) the completion by the Purchaser and by the Purchaser's professional advisors of a thorough due diligence and operations review of both the business Company's Business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser. - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -.
Appears in 1 contract
Purchaser’s Conditions Precedent prior to the Closing Date. The rights, duties sale and obligations purchase of the Purchaser under this Agreement are also Purchased Shares is subject to the following terms and conditions precedent for the exclusive benefit of the Purchaser Purchaser, to - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - be fulfilled in all material aspects in or performed at or prior to the reasonable opinion Time of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution DateClosing:
(a) the representations and warranties of the Vendors and the Company contained in this Agreement shall have complied be true and correct at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (b) all warranties, representationsof the terms, covenants and agreements herein agreed conditions of this Agreement to be performed complied with or caused to be performed by the Vendors and the Company on at or before the Time of Closing Date shall have been complied with or performed; (as hereinafter determined);
(bc) the Company will there shall have obtained been obtained, from all authorizationsappropriate federal, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreementprovincial, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval municipal or other action is governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained or to be made in connection with the transactions contemplated hereinobtained, and all such authorizationsif any, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Company who will be in compliance with, Vendors and has not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Company may be subject;
(c) all matters which, in to permit the opinion change of counsel for ownership of the Purchaser, are material in connection with the transactions Purchased Shares contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose;
hereby; (d) there shall have been no material loss adverse changes in the condition (financial or destruction of or damage to otherwise), assets, liabilities, operations, earnings, the Company, any ’s Business or prospects of the Company since the date of the Company's Assets, any of the Company's Business or the Purchased Shares shall have occurred;
’s Financial Statements; (e) no legal or regulatory action or proceeding at law or in equity shall be pending or threatened by any personperson to enjoin, company, firm, governmental authority, regulatory body restrict or agency to enjoin or prohibit:
(i) prohibit the purchase or transfer of any and sale of the Purchased Shares contemplated hereby; and (f) no material damage by this Agreement fire or other hazard to the right whole or any material part of the property or assets of the Company shall have occurred from the date hereof to the Time of Closing. If any of the Vendors conditions contained in this section 5.4 shall not be performed or fulfilled at or prior to dispose the Time of any Closing to the satisfaction of the Purchased Shares; or
(ii) Purchaser, acting reasonably, the right of the Company to conduct its operations and carry onPurchaser may, in the normal course, its Company's Business and operations as it has carried on in the past; - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -
(f) the delivery by notice to the Purchaser by Vendors and the Company, on a confidential basis, terminate this Agreement and the obligations of all Business Documentation and including, without limitationthe Vendors, the following documentation and information:
(i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, its assets Company and the Company's Business; and
(ii) details Purchaser under this Agreement, other than the obligations set forth in Article 8, shall be terminated, provided that the Purchaser may also bring an action pursuant to Article 7 against the Vendors and/or the Company for damages suffered by the Purchaser where the non-performance or non-fulfillment of any lawsuitsthe relevant condition is as a result of a breach of covenant, claims representation or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either of warranty by the Vendors or the Company is aware and the Purchaser is unaware;
(g) the Company will, for a period of at least five business days prior to the Closing Date (as hereinafter determined), during normal business hours:
(i) make available for inspection by the solicitors, auditors and representatives of the Purchaser, at Company. Any such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere condition may be waived in the operations of the Company;
(ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere whole or in the operations of the Company, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and
(iii) require the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations; and
(i) the completion part by the Purchaser and by the Purchaser's professional advisors without prejudice to any claims it may have for breach of a thorough due diligence and operations review of both the business and operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreementcovenant, to the sole and absolute satisfaction of the Purchaser. - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -representation or warranty.
Appears in 1 contract
Purchaser’s Conditions Precedent prior to the Closing Date. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser to - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than five calendar days prior to the Subject Removal Date:
(a) the Vendors and the Company shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendors and the Company on or before the Closing Date (as hereinafter determined);
(b) the Company will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Company who will be in compliance with, and has not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Company may be subject;
(c) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose;
(d) no material loss or destruction of or damage to the Company, any of the Company's Assets, any of the Company's Business or the Purchased Shares shall have occurred;
(e) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of any of the Vendors to dispose of any of the Purchased Shares; or
(ii) the right of the Company to conduct its operations and carry on, in the normal course, its Company's Business and operations as it has carried on in the past; - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -;
(f) the delivery to the Purchaser by the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information:
(i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, its assets and the Company's Business; and
(ii) details of any lawsuits, claims or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either of the Vendors or the Company is aware and the Purchaser is unaware;
(g) the delivery to the Purchaser by the Company and the Guarantors of such Security and supporting documentation and instruments respecting the granting by the Purchaser to the Company of the within interim Loan as the Purchaser's solicitors may reasonably require;
(h) the Company will, for a period of at least five business days prior to the Closing Date (as hereinafter determined), during normal business hours:
(i) make available for inspection by the solicitors, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company;
(ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and
(iii) require the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations; and
(i) the completion by the Purchaser and by the Purchaser's professional advisors of a thorough due diligence and operations review of both the business and operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser. - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -.
Appears in 1 contract
Purchaser’s Conditions Precedent prior to the Closing Date. The rights, duties sale and obligations purchase of the Purchaser under this Agreement are also Purchased Shares is subject to the following terms and conditions precedent for the exclusive benefit of the Purchaser Purchaser, to - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - be fulfilled in all material aspects in or performed at or prior to the reasonable opinion Time of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution DateClosing:
(a) the Vendors representations and warranties of the Vendor and the Company contained in this Agreement shall have complied be true and correct at the Time of Closing, with all warranties, representations, covenants the same force and agreements herein agreed to be performed or caused to be performed by the Vendors effect as if such representations and the Company on or before the Closing Date (warranties were made at and as hereinafter determined)of such time;
(b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor and the Company will have obtained all authorizations, approvals at or waivers that may be necessary or desirable in connection with before the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will Time of Closing shall have been accepted by the Company who will be in compliance with, and has not committed any breach of, any securities laws, regulations complied with or policies of any Regulatory Authority to which the Company may be subjectperformed;
(c) there shall have been obtained, from all matters whichappropriate federal, in provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained, if any, by the opinion Vendor and the Company to permit the change of counsel for ownership of the Purchaser, are material in connection with the transactions Purchased Shares contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purposehereby;
(d) there shall have been no material loss adverse changes in the condition (financial or destruction of or damage to otherwise), assets, liabilities, operations, earnings, the Company, any ’s Business or prospects of the Company since the date of the Company's Assets, any of the Company's Business or the Purchased Shares shall have occurred’s financial statements;
(e) no legal or regulatory action or proceeding at law or in equity shall be pending or threatened by any personperson to enjoin, company, firm, governmental authority, regulatory body restrict or agency to enjoin or prohibit:
(i) prohibit the purchase or transfer of any and sale of the Purchased Shares contemplated by this Agreement or the right of any of the Vendors to dispose of any of the Purchased Shares; or
(ii) the right of the Company to conduct its operations and carry on, in the normal course, its Company's Business and operations as it has carried on in the past; - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -hereby;
(f) the delivery no material damage by fire or other hazard to the Purchaser by the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information:
(i) a copy of all whole or any material contracts, agreements, reports and information of any nature respecting the Company, its assets and the Company's Business; and
(ii) details of any lawsuits, claims or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either part of the Vendors property or assets of the Company is aware and shall have occurred from the Purchaser is unaware;
(g) date hereof to the Company will, for a period Time of Closing; If any of the conditions contained in this subsection 6.2 shall not be performed or fulfilled at least five business days or prior to the Time of Closing Date (as hereinafter determined), during normal business hours:
(i) make available for inspection by to the solicitors, auditors and representatives satisfaction of the Purchaser, at such location as is appropriateacting reasonably, all of the Company's booksPurchaser may, records, contracts, documents, correspondence by notice to the Vendor and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company;
(ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in the operations of the Company, terminate this Agreement and the obligations of the Vendor, the Company and the Purchaser under this Agreement, other than the obligations set forth in Section 12, shall be terminated, provided that the Purchaser may also bring an action pursuant to attend at all of its respective places of business and operations to observe Section 11 against the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and
(iii) require Vendor and/or the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations; and
(i) the completion Company for damages suffered by the Purchaser and where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the Purchaser's professional advisors Vendor or the Company. Any such condition may be waived in whole or in part by the Purchaser without prejudice to any claims it may have for breach of a thorough due diligence and operations review of both the business and operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreementcovenant, to the sole and absolute satisfaction of the Purchaser. - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. -representation or warranty.
Appears in 1 contract
