Common use of VENDOR'S CONDITIONS OF CLOSING Clause in Contracts

VENDOR'S CONDITIONS OF CLOSING. The obligation of the Vendors to carry out the terms of this Agreement and to complete the sale referred to in Section 2.1 hereof is subject to the conditions, each waivable unilaterally by the Vendors at their election, that: (a) the Vendors will have completed their due diligence of the Purchaser the result of which is satisfactory to each Vendor acting reasonably; (b) as at the Closing Date no more than 15,194,800 shares, including the Pubco Shares, in the capital of the Purchaser will be issued and outstanding on a fully diluted basis; (c) at the Closing Date, the Purchaser will have in its account funds in an amount not less than $850,000 which funds will be free and clear at any Liens; (d) the representations and warranties of the Purchaser contained in this Agreement or in any certificate or other document delivered to the Vendors 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; and (e) all the obligations of the Purchaser under this Agreement and the Ancillary Agreements to be performed at or before the Closing will have been so performed; (f) 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 Purchaser since the date hereof; (g) no action or proceeding by law or in equity will be pending or threatened by any Person to enjoin or prohibit: (1) the issuance of the Pubco Shares contemplated hereby or the right of the Vendors to own the Pubco Shares; or (2) the right of the Purchaser to conduct its operations and carry on its business in the normal course as its business and its operations have been carried on in the past; and (h) the results of the audit of the Purchaser will be satisfactory.

VENDOR'S CONDITIONS OF CLOSING. The obligation of the Vendors to carry out the terms of this Agreement and to complete the sale referred to in Section 2.1 hereof of the Purchased Shares is subject to the satisfaction, or waiver by the Vendors, at or before the Closing, of the following conditions, which are for the sole benefit of each waivable unilaterally Vendor and which may be waived, in whole or in part, by the Vendors at their election, thatany time without prejudice to any Vendor’s right to rely on any other condition precedent: (a) the Vendors will have completed their due diligence The representations and warranties of the Purchaser the result contained in Section 5 of which is satisfactory to each Vendor acting reasonably;this Agreement shall be true and correct in all material respects. (b) as at All of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser on or before the Closing Date no more than 15,194,800 shares, including the Pubco Shares, shall have been complied with or performed in the capital of the Purchaser will be issued and outstanding on a fully diluted basis;all material respects. (c) at the Closing Date, There shall not have occurred any Material Adverse Effect with respect to the Purchaser will or its business. (d) New Wave PrivCo and Xxxxx shall have in its account funds in entered into an amount not less than $850,000 which funds will be free amendment (the “Amended Consulting Agreement”) to the consulting agreement entered into by New Wave PrivCo and clear at any LiensXxxxx on March 20, 2019. (e) The Purchaser shall have delivered to the Vendors: (i) a certificate of status of the Purchaser; (dii) a certificate executed by or on behalf of the Purchaser by an executive officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser contained in this Agreement or in any certificate or other document delivered to the Vendors pursuant hereto will be are 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; and (eB) all the obligations of the Purchaser under terms, covenants and conditions of this Agreement and the Ancillary Agreements to be complied with or performed at by the Purchaser on or before the Closing will Date have been so performed; (f) at the Closing Date, there will have been no complied with or performed in all material adverse change in the affairs, assets, liabilities, financial condition or business (financial or otherwise) of the Purchaser since the date hereof; (g) no action or proceeding by law or in equity will be pending or threatened by any Person to enjoin or prohibit: (1) the issuance of the Pubco Shares contemplated hereby or the right of the Vendors to own the Pubco Shares; or (2) the right of the Purchaser to conduct its operations and carry on its business in the normal course as its business and its operations have been carried on in the pastrespects; and (h) the results of the audit of the Purchaser will be satisfactory.

VENDOR'S CONDITIONS OF CLOSING. The obligation of the Vendors to carry out the terms of this Agreement and to complete the sale referred to in Section 2.1 hereof is subject to the conditions, each waivable unilaterally by the Vendors at their election, that: (a) the Vendors will have completed their due diligence of the Purchaser the result of which is satisfactory to each Vendor acting reasonably; (b) as at the Closing Date Date, no more than 15,194,800 16,500,000 shares, including the Pubco Purchaser Shares, in the capital of the Purchaser will be issued and outstanding on a fully diluted basis; (c) at the Closing Date, the Purchaser will have in its account funds in an amount not less than $850,000 which funds will be free and clear at any Liens; (d) the representations and warranties of the Purchaser contained in this Agreement or in any certificate or other document delivered to the Vendors 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; and (ed) all the obligations of the Purchaser under this Agreement and the Ancillary Agreements to be performed at or before the Closing will have been so performed; (fe) 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 Purchaser since the date hereof;; and (gf) no action or proceeding by law or in equity will be pending or threatened by any Person to enjoin or prohibit: (1) the issuance of the Pubco Purchaser Shares contemplated hereby or the right of the Vendors to own the Pubco Purchaser Shares; or (2g) the right of the Purchaser to conduct its operations and carry on its business in the normal course as its business and its operations have been carried on in the past; and (h) the results of the audit of the Purchaser will be satisfactory.

VENDOR'S CONDITIONS OF CLOSING. 8.1 The obligation obligations of the Vendors to carry out the terms of Vendor under this Agreement and to complete the sale referred to in Section 2.1 hereof is are subject to the conditions, each waivable unilaterally following conditions for the exclusive benefit of the Vendor being fulfilled in all material respects in the reasonable opinion of the Vendor at the Time of Closing or waived by the Vendors Vendor at their election, thator before the Time of Closing: (a) the Vendors will have completed their due diligence of the Purchaser the result of which is satisfactory to each Vendor acting reasonably; (b) as at the Closing Date no more than 15,194,800 shares, including the Pubco Shares, in the capital of the Purchaser will be issued and outstanding on a fully diluted basis; (c) at the Closing Date, the Purchaser will have in its account funds in an amount not less than $850,000 which funds will be free and clear at any Liens; (d) the representations and warranties of the Purchaser Purchasers contained in this Agreement or in any certificate or other document delivered to the Vendors 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; (b) the Purchasers will have complied with all terms, covenants and agreements in this Agreement, the Promissory Note, the Escrow Agreement and in all other agreements contemplated herein or therein agreed to be performed or caused to be performed by them on or before the Closing Date; and (e) all the obligations of the Purchaser under this Agreement and the Ancillary Agreements to be performed at or before the Closing will have been so performed; (f) 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 Purchaser since the date hereof; (gc) no action or proceeding by law against the one or in equity more of the Purchasers will be pending or threatened by any Person person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (1i) the issuance purchase and sale of the Pubco Shares contemplated hereby by this Agreement or the right of the Vendors Vendor to own sell the Pubco Shares; or (2ii) the right of the Purchaser Company to conduct its operations and carry on its business the Business in the normal ordinary course as its business the Business and its operations have been carried on in the past; (d) the Company and the Purchasers will have executed releases in favour of all directors, officers and other shareholders of the Company, in a form satisfactory to the Vendor from any and all possible claims against such directors, officers and shareholders of the Company arising from any act, matter or thing arising at or before the Time of Closing, other than any claim under this Agreement; (e) the Purchasers shall have issued and delivered the Promissory Note to the Vendor, substantially in the form of Schedule 2 to this Agreement; (1) the Purchasers shall have executed and delivered the Escrow Agreement, substantially in the form of Schedule 3 to this Agreement; and (h) the results of the audit of the Purchaser will be satisfactory.