Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing:
(a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time;
(b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing;
(c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing;
(d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby;
(e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and
(f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser.
(2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either:
(a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or
(b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in th...
Conditions for the Benefit of the Purchaser. The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in its sole discretion:
Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to complete the Transactions will be subject to the fulfilment of the following conditions at or prior to the Closing Time:
Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to complete the transactions provided for in this Agreement is subject to the fulfilment of the following conditions precedent to the satisfaction of the Purchaser on or prior to Closing, it being understood that such conditions are included for the exclusive benefit of the Purchaser and may be waived in writing in whole or in part by the Purchaser at any time:
Conditions for the Benefit of the Purchaser. The transactions herein contemplated, including the sale and purchase of the Purchased Assets in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Time of Closing. The Vendor agrees to use commercially reasonable efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Time of Closing.
Conditions for the Benefit of the Purchaser. (1) The Purchaser's obligation to complete the purchase and sale of the Purchased Assets shall be subject to the following conditions precedent (the "Purchaser's Conditions") being satisfied or waived within the time frame stated:
(a) at or before the Time of Closing, the Vendor shall deliver all documents in Section 6.2(1) required to be delivered by the Vendor, duly signed, declared and executed;
(b) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser a certificate in the form of Exhibit 5.1(1)(b) attached hereto confirming that each of the representations and warranties of the Vendor as set out in Article 3 are true and accurate in all respects as at the Closing Time (other than such representations and warranties of the Vendor and the Shareholder that refer to a specified date, which need only be true and correct in all respects on and as of such specified date) and that the Vendor has performed all covenants required to be performed by it under Article 4;
(c) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Assigned Agreements to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably;
(d) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the License Rights to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably;
(e) at or before the Time of Closing, the Vendor shall have delivered to the Purchaser the required documentation to transfer, or otherwise assign, the Intellectual Property to the Purchaser in a form satisfactory to the Purchaser's Solicitors, acting reasonably including, without limitation, duly signed copies of the Trademark Assignment Agreements attached hereto as Exhibit 5.1(1)(e); and
(f) at or before the Time of Closing, there shall not have occurred an event constituting a Material Adverse Effect.
(2) The Purchaser's Conditions are for the Purchaser's sole benefit, and having been granted for good and valuable consideration and each may be waived unilaterally by the Purchaser at the Purchaser's election effected by notice in writing to the Vendor or as to any to be satisfied at the Time of Closing by proceeding with the Closing, and if any of the Purchaser's Conditions are not satisfied or waived within the time herein provided, then the Purchaser's obl...
Conditions for the Benefit of the Purchaser. The transactions contemplated in this Agreement and the Related Agreements are subject to the following conditions to be fulfilled or performed, on or before the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:
(i) The covenants, representations and warranties of a Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date; provided that the materiality requirement in this Section 8(a)(i) shall not apply to covenants, representations and warranties that, in accordance with their provisions, are subject to a materiality standard; and
(ii) All other consents, approvals and waivers required by a Seller to Transfer the Purchased Assets to the Purchaser shall have been obtained on terms acceptable to the Purchaser, acting reasonably.
Conditions for the Benefit of the Purchaser. The obligations of the Purchaser to complete the purchase of the Purchaser’s Units as contemplated hereby shall be conditional upon the fulfilment at or before the Closing Time, for the exclusive benefit of the Purchaser, of each of the following conditions:
(a) the representations and warranties of the Corporation will be true and correct in all material respects as at the Closing Date with the same force and effect as if such representations and warranties had been made at and as of the Closing Date;
(b) the Corporation will have, in all material respects, performed and complied with all covenants and agreements contained in this Subscription Agreement to be performed or complied with, or caused to be performed or complied with, by the Corporation at or prior to the Closing;
(c) all necessary corporate action will have been taken by the Corporation to authorize the execution and delivery of this Subscription Agreement, and to consummate the transactions contemplated by this Subscription Agreement; and
(d) the Purchaser shall have received an opinion of legal counsel to the Corporation addressing matters related to this Subscription Agreement and the transactions contemplated thereby, in such form as is acceptable to counsel to the Finder acting reasonably.
Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to complete the purchase of the Purchased Shares hereunder shall be subject to the satisfaction of, or compliance with, at or before the Time of Closing, each of the following conditions (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Purchaser):
Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to complete the Transactions will be subject to the fulfilment of the following conditions at or prior to the Closing Time:
(1) Due Diligence The Purchaser is satisfied, in its sole discretion, that the Business is suitable for the Purchaser's requirements following the Purchaser carrying out a due diligence verification of the Business, including by way of example and without limitation:
(a) the value and condition of the Business;
(b) the terms of all Encumbrances, rights and interests registered against or in respect of the title to the assets of the Business;
(c) the overall financial suitability of the Purchaser's proposed purchase of the Business.
