Common use of Vendors' and the Company's conditions precedent Clause in Contracts

Vendors' and the Company's conditions precedent. The rights, duties and obligations of each of the Vendors and the Company under this Agreement are also subject to the following conditions precedent for the exclusive benefit of each of the Vendors and the Company to be fulfilled in all material aspects in the reasonable opinion of the Vendors and the Company or to be waived by each or any of the Vendors and the Company as soon as possible after the Execution Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date; (b) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Shares to the Vendors on or before the Closing Date; (c) the Purchaser 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 required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject; (d) all matters which, in the opinion of counsel for the Vendors and the Company, 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; (e) no material loss or destruction of or damage to the Purchaser shall have occurred since the Execution Date; (f) 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 the Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Purchaser to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (g) the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Vendors and the Company, at such location as is appropriate, all of the Purchaser'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 Vendors and the Company; provided such persons do not unduly interfere in the operations of the Purchaser; (ii) authorize and permit such persons at the risk and the sole cost of the Vendors and the Company, and only if such persons do not unduly interfere in the operations of the Purchaser, to attend at all of its 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 Purchaser's management personnel to respond to all reasonable inquiries concerning the Purchaser's business assets or the conduct of its business relating to its liabilities and obligations; and (h) the completion by the Vendors and the Company, and by the Vendors' and the Company's professional advisors, of a thorough due diligence and operations review of the business and operations of the Purchaser to the sole and absolute satisfaction of each of the Vendors and the Company.

Vendors' and the Company's conditions precedent. The rights, duties and obligations of each of the Vendors and the Company under this Agreement are also subject to the following conditions precedent for the exclusive benefit of each of the Vendors and the Company to be fulfilled in all material aspects in the reasonable opinion of the Vendors and the Company or to be waived by each or any of the Vendors and the Company as soon as possible after the Execution Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date; (b) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Initial Shares and the allotment and reservation for issuance of the balance of the Shares to the Vendors on or before the Closing Date and effective as at the Closing Date; (c) the Purchaser 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 required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject; (d) all matters which, in the opinion of counsel for the Vendors and the Company, 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; (e) no material loss or destruction of or damage to the Purchaser shall have occurred since the Execution Date; (f) 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 the Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Purchaser to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (g) the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Vendors and the Company, at such location as is appropriate, all of the Purchaser'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 Vendors and the Company; provided such persons do not unduly interfere in the operations of the Purchaser; (ii) authorize and permit such persons at the risk and the sole cost of the Vendors and the Company, and only if such persons do not unduly interfere in the operations of the Purchaser, to attend at all of its 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 Purchaser's management personnel to respond to all reasonable inquiries concerning the Purchaser's business assets or the conduct of its business relating to its liabilities and obligations; and (h) the completion by the Vendors and the Company, and by the Vendors' and the Company's professional advisors, of a thorough due diligence and operations review of the business and operations of the Purchaser to the sole and absolute satisfaction of each of the Vendors and the Company.

Vendors' and the Company's conditions precedent. The rights, duties and obligations of each of the Vendors Vendor and the Company under this Agreement are also subject to the following conditions precedent for the exclusive benefit of each of the Vendors Vendor and the Company to be fulfilled in all material aspects in the reasonable opinion of the Vendors Vendor and the Company or to be waived by each or any of the Vendors Vendor and the Company as soon as possible after the Execution Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) the Purchaser and UEC shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date; (b) the Purchaser and UEC shall have complied with all applicable securities laws in connection with the issuance of the Shares to the Vendors Vendor on or before the Closing Date; (c) the Purchaser and UEC 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 required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject; (d) all matters which, in the opinion of counsel for the Vendors Vendor and the Company, 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; (e) no material loss or destruction of or damage to the Purchaser shall have occurred since the Execution Date; (f) 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 the Vendors Vendor to dispose of any of the Purchased Shares; or (ii) the right of the Purchaser to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (g) the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Vendors Vendor and the Company, at such location as is appropriate, all of the Purchaser'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 Vendors Vendor and the Company; provided such persons do not unduly interfere in the operations of the Purchaser; (ii) authorize and permit such persons at the risk and the sole cost of the Vendors Vendor and the Company, and only if such persons do not unduly interfere in the operations of the Purchaser, to attend at all of its 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 Purchaser's management personnel to respond to all reasonable inquiries concerning the Purchaser's business assets or the conduct of its business relating to its liabilities and obligations; and (h) the completion by the Vendors Vendor and the Company, and by the Vendors' Vendor's and the Company's professional advisors, of a thorough due diligence and operations review of the business and operations of the Purchaser to the sole and absolute satisfaction of each of the Vendors Vendor and the Company.

Vendors' and the Company's conditions precedent. The rights, duties and obligations of each of the Vendors and the Company under this Agreement are also subject to the following conditions precedent for the exclusive benefit of each of the Vendors and the Company to be fulfilled in all material aspects in the reasonable opinion of the Vendors and the Company or to be waived by each or any of the Vendors and the Company as soon as possible after the Execution Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date; (b) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Shares to the Vendors on or before the Closing Date; (c) the Purchaser 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 required 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 Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject; (d) all matters which, in the opinion of counsel for the Vendors and the Company, 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; (e) no material loss or destruction of or damage to the Purchaser shall have occurred since the Execution Date; (f) 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 the Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Purchaser to conduct its operations and carry on, in the normal course, either its business and operations as it has carried on in the pastpast or the Company’s Business; (g) the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Vendors and the Company, at such location as is appropriate, all of the Purchaser's ’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 Vendors and the Company; provided such persons do not unduly interfere in the operations of the Purchaser; (ii) authorize and permit such persons at the risk and the sole cost of the Vendors and the Company, and only if such persons do not unduly interfere in the operations of the Purchaser, to attend at all of its 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 Purchaser's ’s management personnel to respond to all reasonable inquiries concerning the Purchaser's ’s business assets or the conduct of its business relating to its liabilities and obligations; and (h) the completion by the Vendors and the Company, and by the Vendors' and the Company's professional advisors, of a thorough due diligence and operations review of the business and operations of the Purchaser to the sole and absolute satisfaction of each of the Vendors and the Company.