Conditions in Favour of the Purchaser Clause Samples

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the Transaction is subject and conditional to the satisfaction of the following conditions on or before the Closing Date: (a) all the representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects on the Closing Date; (b) all the covenants of the Vendor under this Agreement to be performed on or before the Closing Date shall have been duly performed by the Vendor in all material respects; (c) the Vendor shall have complied with all the terms contained in this Agreement applicable to the Vendor prior to the Closing Date in all material respects, including the Vendor deliverables in section 6.3; (d) there shall be no Claim, litigation or proceedings pending or threatened or order issued by a Governmental Authority against either of the Parties, or involving any of the Real Property, for the purpose of enjoining, preventing or restraining the completion of the Transaction or otherwise claiming that such completion is improper; and (e) the Court shall have issued the Approval and Vesting Order and the CCAA Assignment Order and the operation and effect of such orders shall not have been stayed, amended, modified, reversed, dismissed or appealed (or such appeal shall have been dismissed with no further appeal therefrom or the applicable appeal periods shall have expired).

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed 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: (a) The Fundamental Representations of the Seller and the Seller Parent shall be true and correct in all but de minimis respects as of the Closing Date as if such Fundamental Representations had been made on the Closing Date. All other representations and warranties of the Seller and the Seller Parent contained in this Agreement that are qualified as to materiality shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Seller and the Seller Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if such representations and warranties had been made on the Closing Date and the Seller shall have delivered a certificate of a senior officer of each of the Seller and the Seller Parent confirming the foregoing. (b) The Seller shall have fulfilled, performed or complied with in all material respects all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate of a senior officer to that effect. (c) All Required Consents and Authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably. (d) All Payout Letters shall have been obtained on terms acceptable to the Purchaser, acting reasonably. (e) No action or proceeding shall be pending or threatened by any Governmental Authority in any jurisdiction, to enjoin, restrict or prohibit (i) any of the transactions contemplated by this Agreement, or (ii) the right of the Purchaser to acquire or own the Purchased Assets; or the right of the Purchaser to operate the Purchased Business after Closing on substantially the same basis as currently operated. (f) There shall not have occurred a Material Adverse Effect. (g) The conditions precedent to the R&W Insurance Policy shall have been satisfied such that the R&W Insurance Policy shall be issued with effect as of the Closing Date. Notwithstanding the foregoing...

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions herein contemplated at the Closing is subject to the following conditions:

Conditions in Favour of the Purchaser. The Purchaser’s obligation to close the transaction contemplated by this Offer is conditional upon the occurrence or satisfaction of the following events, conditions and requirements, in each case in a manner satisfactory to the Purchaser and its legal counsel; 9.1 All of the representations and warranties of the Vendor in this Offer shall be true and correct as at the time of Closing with the same force and effect as if such representations and warranties had been made on and as of such date and the Vendor shall have performed all of its obligations and covenants as set out in this Offer in the manner required by this Offer. 9.2 The Vendor shall have executed and delivered all such other deeds, documents and other instruments as it is required to deliver pursuant to this Offer. The conditions in this Section 9 are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at or prior to Closing by notice in writing to the Vendor.

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed 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: (a) The representations and warranties of the Seller contained in this Agreement and in any Acquisition Agreement to which it is a party shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Seller shall have executed and delivered a certificate to that effect. (b) The Seller shall have fulfilled, performed or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing, and the Seller shall have executed and delivered a certificate to that effect. (c) All required Consents and Authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably. (d) The Purchaser shall have received Shareholder Approval. (e) The Purchaser shall have received CSE Approval. (f) The CSE shall have approved (or conditionally approved) for listing and posting for trading the Common Shares issued to the Seller and any Common Shares underlying the NVPS, subject only to satisfaction by the Seller of customary post-closing conditions imposed by the CSE in similar circumstances. (g) Since the date of the LOI, there shall not have occurred a Material Adverse Change in respect of any of the Corporations. (h) No action or proceeding shall be pending or threatened by any Person (other than the Seller, the Purchaser, any Corporation or any of their respective Affiliates) in any jurisdiction, to enjoin, restrict or prohibit: (i) any of the transactions contemplated by this Agreement; (ii) the right of the Purchaser to acquire or own the Purchased Shares; or (iii) the right of any Corporation to operate its Business after Closing on substantially the same basis as currently operated. (i) The Seller shall have delivered or caused to be delivered to the Purchaser the following: (i) share certificates representing the Purchased Shares in transferable form and accompanied by all instruments duly executed and delivered that may be necessary or desirable for the Purchaser to acquire good and valid title to the Purch...

Conditions in Favour of the Purchaser. The obligation of the Purchaser to complete the Purchase Transaction is subject to and conditional upon the satisfaction of the following conditions on or before the Closing Date: (1) all the representations and warranties of the Receiver contained in this Purchase Agreement shall be true and correct in all material respects on the Closing Date; (2) all the covenants of the Receiver under this Purchase Agreement to be performed on or before the Closing Date shall have been duly performed by the Receiver; (3) the Receiver shall have complied with all the terms contained in this Purchase Agreement applicable to the Receiver prior to the Closing Date; (4) there shall be no Claim, litigation or proceedings commenced after the date of the Sale Process Order, or order issued by a Governmental Authority after the date of the Sale Process Order, against either of the Parties for the purpose of enjoining, preventing or restraining the completion of the Purchase Transaction or otherwise claiming that such completion is improper; and (5) the Court shall have issued the Approval and Vesting Order.

Conditions in Favour of the Purchaser. The obligations of the Purchaser to purchase the Purchased Shares and the Notes as contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any or all of which the Purchaser may waive:

Conditions in Favour of the Purchaser. 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: (1) Vendor will provide whatever assistance may be necessary to complete the transfer and assignment to the Purchaser of the Purchased Domain Names, which transfer and assignment of the Purchased Domain Names shall not be deemed effective until the Site Termination Date, and which assistance includes achieving the following: (a) completion and delivery of all notices and authorizations to NSI that conform to NSI's requirements for a Domain Name transfer; (b) completion, delivery and acceptance by NSI of the NSI Registrant Name Change Agreement; (c) termination of the Vendor's current Domain Name Registration Agreement for the Purchased Domain Names with NSI; and (d) authorization of NSI to disassociate the Purchased Domain Names from the Vendor's host servers, and authorization of NSI to take all steps necessary to register the Purchased Domain Names to the Purchaser. (2) Vendor shall deliver to the Purchaser a copy of all submitted forms and a notification of successful termination of the Vendor's current Domain Name Registration Agreement for the Purchased Domain Names; and (3) 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 such time.

Conditions in Favour of the Purchaser. The consummation of the Business Combination is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to the Effective Time: