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

VENDOR'S CONDITIONS OF CLOSING. 7.1 The obligations of the Vendors under this Agreement are subject to the following conditions for the exclusive benefit of the Vendors being fulfilled in all material respects in the reasonable opinion of the Vendors at the Time of Closing or waived by the Vendors at or before the Time of Closing or agreed by the Purchaser and the Vendors to be indemnified for by the Purchaser: (a) the representations and warranties of the Purchaser contained in this Agreement will be true and correct on and as of the Closing Date; (b) the Purchaser 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 action or proceeding against the Purchaser 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 its business in the ordinary course; and (d) The Purchaser will tender to the Vendors the Purchaser’s Closing Certificate signed by an officer of the Purchaser certifying the truth and correctness at the Closing Date of the representations and warranties of the Purchaser contained in Article 5, the performance of all covenants and agreements of the Purchaser, and the condition described in subsection 7.1(c) does not exist as at the Closing Date. 7.2 If any of the conditions in section 7.1 are not fulfilled or waived or indemnified for, the Vendors on the Closing date may rescind this Agreement by notice in writing to the Purchaser. In such event, the Vendors shall be released from all obligations under this Agreement, and the Purchaser will also be released unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled or the Purchaser has breached any of its representations, warranties, covenants or agreements in this Agreement. 7.3 The conditions in section 7.1 may be waived in whole or in part without prejudice to any right of rescission or any other right in the event of non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.

VENDOR'S CONDITIONS OF CLOSING. 7.1 9.1 The obligations of the Vendors Vendor under this Agreement are subject to the following conditions for the exclusive benefit of the Vendors Vendor being fulfilled in all material respects in the reasonable opinion of the Vendors at the Time of Closing or Date, waived by the Vendors Vendor at or before the Time of Closing Date, or agreed by the Purchaser and the Vendors Vendor to be indemnified for by the Purchaser: (a) the representations and warranties of the Purchaser contained in this Section 5.1 of the Agreement will be true and correct on and as of the Closing Date and the representations and warranties of Phyto contained in Section 5.2 of the Agreement will be true and correct on and as of the Closing Date; (b) the Purchaser 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) the Company will have entered into an consulting agreement with Lim (the "Lim Consulting Agreement"), as 'Medical Director' of the Company, for a term of 2 years commencing on the Closing Date for a fee of $10,000.00 per month in the form substantially set out and attached as Schedule 12; (d) no action or proceeding against the Purchaser 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 its business the Business in the ordinary course; andcourse as the Business and its operations have been carried on in the past; (de) The the Purchaser will tender to the Vendors the Vendor a Purchaser’s 's Closing Certificate substantially in the form of Schedule 2(a) signed by an officer of the Purchaser certifying the truth and correctness at the Closing Date of the representations and warranties of the Purchaser contained in Article 5Section 5.1, the performance of all covenants and agreements of the Purchaser, and that the condition described in subsection 7.1(c9.1(d) does not exist as at the Closing Date; and (f) Phyto will tender to the Vendor Phyto's Closing Certificate substantially in the form of Schedule 2(b) signed by an officer of Phyto certifying the truth and correctness at the Closing Date of the representations and warranties of Phyto contained in Section 5.2. 7.2 9.2 If any of the conditions in section 7.1 9.1 are not fulfilled or waived or indemnified forfor as contemplated in section 9.1, the Vendors Vendor on the Closing date Date may rescind this Agreement by notice in writing to the Purchaser. In such event, the Vendors Vendor shall be released from all obligations under this Agreement, and the Purchaser will also be released unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled or the Purchaser has breached any of its representations, warranties, covenants covenants, or agreements in this Agreement. 7.3 9.3 The conditions in section 7.1 9.1 may be waived in whole or in part by the Vendor without prejudice to any right of rescission or any other right in the event of non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.

VENDOR'S CONDITIONS OF CLOSING. 7.1 10.1 The obligations of the Vendors under this Agreement are subject to the following conditions for the exclusive benefit of the Vendors being fulfilled in all material respects in the reasonable opinion of the Vendors at the Time of Closing or waived by the Vendors at or before the Time of Closing or agreed by the Purchaser and the Vendors to be indemnified for by the Purchaser: (a) the representations and warranties of the Purchaser contained in this the Agreement will be true and correct on and as of the Closing Date; (b) the Purchaser 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) the Company will have entered into employment contracts with the Employees substantially in the form of Schedule 10 of this Agreement; and (d) no action or proceeding against the Purchaser 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 share exchange 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 its business the Business in the ordinary coursecourse as the Business and its operations have been carried on in the past; and (de) The the Purchaser will tender to the Vendors the a Purchaser’s 's Closing Certificate substantially in the form of Schedule 2 signed by an officer of the Purchaser certifying the truth and correctness at the Closing Date of the representations and warranties of the Purchaser contained in Article 50, the performance of all covenants and agreements of the Purchaser, and that the condition described in subsection 7.1(c10.1(d) does not exist as at the Closing Date. 7.2 10.2 If any of the conditions in section 7.1 10.1 are not fulfilled or waived or indemnified for, all but not less than all of the Vendors on the Closing date Date may rescind this Agreement by notice in writing to the Purchaser. In such event, the Vendors shall be released from all obligations under this Agreement, and the Purchaser will also be released unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled or the Purchaser has breached any of its representations, warranties, covenants or agreements in this Agreement. 7.3 10.3 The conditions in section 7.1 10.1 may be waived in whole or in part without prejudice to any right of rescission or any other right in the event of non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.

VENDOR'S CONDITIONS OF CLOSING. 7.1 9.1 The obligations of the Vendors Vendor under this Agreement are subject to the following conditions for the exclusive benefit of the Vendors Vendor being fulfilled in all material respects in the reasonable opinion of the Vendors at the Time of Closing or Date, waived by the Vendors Vendor at or before the Time of Closing Date, or agreed by the Purchaser and the Vendors Vendor to be indemnified for by the Purchaser:: CW16951744.8 (a) the representations and warranties of the Purchaser contained in this Section 5.1 of the Agreement will be true and correct on and as of the Closing Date and the representations and warranties of Phyto contained in Section 5.2 of the Agreement will be true and correct on and as of the Closing Date; (b) the Purchaser 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) the Company will have entered into an consulting agreement with Xxx (the “Lim Consulting Agreement”), as ‘Medical Director' of the Company, for a term of 2 years commencing on the Closing Date for a fee of $10,000.00 per month in the form substantially set out and attached as Schedule 12; (d) no action or proceeding against the Purchaser 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 its business the Business in the ordinary course; andcourse as the Business and its operations have been carried on in the past; (de) The the Purchaser will tender to the Vendors the Vendor a Purchaser’s 's Closing Certificate substantially in the form of Schedule 2(a) signed by an officer of the Purchaser certifying the truth and correctness at the Closing Date of the representations and warranties of the Purchaser contained in Article 5Section 5.1, the performance of all covenants and agreements of the Purchaser, and that the condition described in subsection 7.1(c9.1(d) does not exist as at the Closing Date; and (f) Phyto will tender to the Vendor Phyto's Closing Certificate substantially in the form of Schedule 2(b) signed by an officer of Phyto certifying the truth and correctness at the Closing Date of the representations and warranties of Phyto contained in Section 5.2. 7.2 9.2 If any of the conditions in section 7.1 9.1 are not fulfilled or waived or indemnified forfor as contemplated in section 9.1, the Vendors Vendor on the Closing date Date may rescind this Agreement by notice in writing to the Purchaser. In such event, the Vendors Vendor shall be released from all obligations under this Agreement, and the Purchaser will also be released unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled or the Purchaser has breached any of its representations, warranties, covenants covenants, or agreements in this Agreement. 7.3 9.3 The conditions in section 7.1 9.1 may be waived in whole or in part by the Vendor without prejudice to any right of rescission or any other right in the event of non-fulfillment of any other condition or conditions. A waiver will be binding only if it is in writing.