CLOSING CONDITIONS & COVENANTS Sample Clauses

CLOSING CONDITIONS & COVENANTS. (a) As a condition precedent to ▇▇▇▇▇’s obligation to consummate the Closing (and Seller hereby covenants and agrees as of Closing, with respect to (i), (ii), (vi)): (i) Seller’s representations and warranties contained herein shall be true and correct in all material aspects as of the Closing Date; (ii) As of the Closing Date, Seller shall have performed all of its material obligations under this Agreement and all deliveries to be made by Seller at Closing pursuant to this Agreement have been made; (iii) Possession of the Property shall be delivered to Buyer (or its designee) on the Closing Date subject only to the Permitted Exceptions; (iv) Buyer has determined that zoning for the Property is I-2 or I-3 to the extent reasonably required to operate the Buyer’s business in the ordinary course; and (v) If Buyer has received a phase 1 environmental report with respect to the Property, such phase 1 environmental report shall be reasonably satisfactory to Buyer; (vi) The governing body of Sellers has not determined, upon advice from outside legal counsel, that proceeding with the sale or failing to terminate this Agreement would violate its or such governing body’s fiduciary obligations under applicable law, including to pursue an alternative transaction. (b) As a condition precedent to Seller’s obligation to consummate the Closing (and ▇▇▇▇▇ hereby covenants and agrees as of Closing, with respect to (ii)): (i) The governing body of Sellers has not determined, upon advice from outside legal counsel, that proceeding with the sale or failing to terminate this Agreement would violate its or such governing body’s fiduciary obligations under applicable law, including to pursue an alternative transaction; (ii) As of the Closing Date, Buyer shall have performed all of its material obligations under this Agreement and all deliveries to be made by Buyer at Closing pursuant to this Agreement have been made.
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CLOSING CONDITIONS & COVENANTS. Each party's obligations will be subject to customary closing conditions, including, without limitation, (i) those required to implement the deal terms described above, (ii) the negotiation of payment terms in respect of the accounts payable and other commitments owed by VPTII to third parties on terms satisfactory to Franklin, and (iii) such other conditions as the parties shall mutually agree upon.
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CLOSING CONDITIONS & COVENANTS. Section 8.1 Closing Conditions for the Benefit of the Purchaser. .............................................................. 24 Section 8.2 Closing Conditions for the Benefit of the Vendor. .................................................................. 27 Section 8.3 Covenants of the Purchaser. ....................................................................................................... 28
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CLOSING CONDITIONS & COVENANTS. Section 8.1 Closing Conditions for the Benefit of the Purchaser. 24 Section 8.2 Closing Conditions for the Benefit of the Vendor. 26 Section 8.3 Covenants of the Purchaser. 27 Section 9.1 Duration of Liability 28 Section 9.2 Indemnification in Favour of the Purchaser. 28 Section 9.3 Indemnification in Favour of the Vendor. 29 Section 9.4 Limitations on Indemnification. 30 Section 9.5 Notification. 30 Section 9.6 Direct Claims. 31 Section 9.7 Procedure for Third Party Claims. 31 Section 9.8 Exclusion of Other Remedies. 32 Section 9.9 Duty to Mitigate. 33 Section 9.10 Right to Set-Off 33 Section 9.11 Adjustment to Purchase Price 33 Section 9.12 After-Tax Basis 33 Section 10.1 Termination Rights. 33 Section 11.1 Guarantee from the Purchaser Parent. 34 Section 11.2 Notices. 35 Section 11.3 Further Assurances. 36 Section 11.4 Third Party Beneficiaries. 36 Section 11.5 Announcements. 36 Section 11.6 Expenses. 37 Section 11.7 Amendments. 37 Section 11.8 Waiver. 37 Section 11.9 Non-Merger. 37 Section 11.10 Entire Agreement. 37 Section 11.11 Successors and Assigns. 37 Section 11.12 Severability. 37 Section 11.13 Governing Law. 38 Section 11.14 Counterparts. 38 THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is dated June 11, 2019, between CannaPharmaRx Canada Corp. (the “Purchaser”), CannaPharmaRx, Inc. (the “Purchaser Parent”) and Sunniva Inc. (the “Vendor”).
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CLOSING CONDITIONS & COVENANTS. Each party's obligations under the Definitive Agreements will be subject to customary closing conditions, including the approval of the Transaction by the Board of Directors of Debtor and Acquirer, non-termination of certain Key Customer Contracts, and the approval of the Transaction by the Court and the effectiveness of the Sales Orders either through finality or through waiver of the stays under Bankrupt Rules 6004 and 6006 in the Sales Order. It will be a condition of Acquirer's obligation to enter into the Definitive Agreements and proceed with the Transaction but will not be a condition of closing that the results of Acquirer's due diligence investigation of Debtor and its assets and customers be reasonably satisfactory to Acquirer. The Definitive Agreements will also contain customary pre-closing covenants of Debtor, including using best efforts to preserve its Assets and relationships with customers and suppliers.
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CLOSING CONDITIONS & COVENANTS. Closing Conditions for the Benefit of the Purchaser 24 Section 8.2 Closing Conditions for the Benefit of the Vendor. 27 Section 8.3 Covenants of the Purchaser 28
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CLOSING CONDITIONS & COVENANTS. 4.1 Conditions to the Purchaser's Obligations. The Purchaser's obligations to purchase and pay for the Shares are subject to the following conditions:
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CLOSING CONDITIONS & COVENANTS. Section 8.1 Closing Conditions for the Benefit of the Purchaser. The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied at or prior to 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:
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CLOSING CONDITIONS & COVENANTS 
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Related to CLOSING CONDITIONS & COVENANTS

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.