Receipt of Closing Documents. The Company shall have received all of the closing documents referred to in Section 7.1 hereof.
Receipt of Closing Documents. All documents required to be delivered by the Vendor pursuant to this Agreement prior to or at Closing shall have been delivered to the Purchaser prior to or at Closing. The Purchaser shall be furnished with such certificates or other instruments of the Vendor as the Purchaser's Counsel considers necessary to effect the transfer of the Purchased Shares and to establish that the terms, covenants and conditions contained in this Agreement have been performed or complied with at or prior to Closing.
Receipt of Closing Documents. Nanotailor shall have received all of the closing documents referred to in Section 7.2 hereof.
Receipt of Closing Documents. Purchaser shall have received all of the closing documents referred to in Section 6.1 hereof.
Receipt of Closing Documents. All instruments of conveyance and other documentation relating to the transfer, assignment and sale of the Purchased Assets and the Purchased Shares including without limitation, assignments of the Contracts and the Intellectual Property (and consents thereto where required), bills of sale and documentation relating to the authorization and completion of the purchase and sale of the Purchased Assets and the Purchased Shares and the taking of all actions and proceedings (corporate or otherwise) on or prior to Closing in connection with the performance by the Purchaser and Travelbyus of their obligations under this Agreement shall be satisfactory to the Vendors and NAGE and their counsel, acting reasonably and the Vendors and NAGE shall have received copies of all such other documentation or other evidence as the Vendors and NAGE may reasonably request in order to establish the consummation of the transactions contemplated hereby by the Purchaser and Travelbyus, of all corporate proceedings in connection herewith and compliance with the terms, warranties and conditions hereof in form and substance and satisfactory to the Vendors and NAGE and their counsel acting reasonably.
Receipt of Closing Documents. Aero shall have received all of the closing documents referred to in Section 9.1 hereof.
Receipt of Closing Documents. All documentation relating to the due authorization and completion of the purchase and sale of the Shares and all actions and proceedings taken on or prior to the Time of Closing in connection with the performance by Buyer of its obligations under this Agreement shall be reasonably satisfactory to Sellers and the Sellers' Solicitors and Seller shall receive copies of all such documentation or other evidence as it may reasonably request, in form and substance reasonably satisfactory to Seller and Sellers' solicitors;
Receipt of Closing Documents. All instruments of conveyance and other documentation relating to the transfer, assignment and sale of the Purchased Assets and the Purchased Shares including without limitation, assignments of the Contracts and the Intellectual Property (and consents thereto where required), bills of sale and documentation relating to the authorization and completion of the purchase and sale of the Purchased Assets and the Purchased Shares and the taking of all actions and proceedings (corporate or otherwise) on or prior to Closing in connection with the performance by each of the Vendors and NAGE of their obligations under this Agreement shall be satisfactory to the Purchaser and Travelbyus and their counsel, acting reasonably and the Purchaser and Travelbyus shall have received copies of all such other documentation or other evidence as the Purchaser and Travelbyus may reasonably request in order to establish the consummation of the transactions contemplated hereby by each of the Vendors and NAGE of all corporate proceedings in connection herewith and compliance with the terms, warranties and conditions hereof in form and substance satisfactory to the Purchaser and Travelbyus and their counsel acting reasonably provided that the only condition with respect to the consummation of the sale of the Purchased Shares and the GalaxSea Assets that shall remain outstanding shall be the Clearance/Mailing Obligation.
Receipt of Closing Documents. (a) The Purchaser shall have delivered to the Vendors:
(i) the Promissory Note in accordance with Section 2.3(a)(iii);
(ii) a certificate dated within 2 days before the Closing Date from the appropriate office of the jurisdiction of organization of the Purchaser, certifying that the Purchaser is validly existing and in good standing under the laws of such jurisdiction;
(iii) a certificate of a senior officer of the Purchaser (in such capacity and without personal liability), in form and substance reasonably satisfactory to the Vendors certifying: (i) as to the articles of the Purchaser; (ii) that the board of directors (and, if required, shareholders) of the Purchaser has adopted resolutions (in a form attached to such certificate) authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein, which resolutions are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (iii) as to the incumbency and signatures of the officers of the Purchaser executing this Agreement and the other transaction documents contemplated herein;
(iv) the Indemnity Escrow Agreement duly executed by the Purchaser;
(v) the Release Escrow Agreement duly executed by the Purchaser;
(vi) such other documents as may be reasonably necessary and consistent with the terms of this Agreement in order to complete the transactions contemplated herein; and
(vii) the Side Letter Agreement duly executed by the Purchaser.
(b) The Purchaser shall deliver to the Escrow Agent certificates representing the Consideration Shares in accordance with Article II. If any of the foregoing conditions in this Article IX have not been fulfilled by Closing, the Vendors may terminate this Agreement by notice in writing to the Purchaser, in which event the Vendors are released from all of their obligations under this Agreement, and unless the Vendors can show that the condition relied upon could easily have been performed by the Purchaser, the Purchaser is also released from all of its obligations under this Agreement. Notwithstanding the foregoing, the Vendors may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfillment of any other condition, in whole or in part, to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.
Receipt of Closing Documents. Seller and the Company shall have received all certificates, instruments, agreements and other documents to be delivered by Buyer at or before the Closing as provided in this Agreement.
