CONDITIONS IN FAVOUR OF THE VENDOR Sample Clauses

CONDITIONS IN FAVOUR OF THE VENDOR. The obligation of the Vendor to complete the sale of the Purchased Shares under this Agreement shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Vendor and may be waived by it in whole or in part).

CONDITIONS IN FAVOUR OF THE VENDOR. The obligation of the Vendor to complete the transactions contemplated by this Agreement is subject to the following conditions:

CONDITIONS IN FAVOUR OF THE VENDOR. (a) The obligation of the Vendor to sell the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the fulfilment on or prior to the Closing Time of each of the following conditions: (i) the representations and warranties of the Purchaser set forth in section 3.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date or if another date is specified therein, as of such date; (ii) the Purchaser shall have performed and complied in all material respects with the covenants and agreements of Purchaser contained in this Agreement required to be performed and complied with by the Purchaser on or prior to the Closing Time; (iii) at or prior to the Closing Time, the Purchaser shall have satisfied and delivered the Purchase Price to or as directed by the Vendor; and (iv) at the Closing Time, the Purchaser shall have delivered the documents described in section 7.3. (b) The conditions set out in this section are for the exclusive benefit of the Vendor and may be waived in whole or in part by the Vendor at any time. If any condition set forth in section 6.3(a) has not been satisfied or waived by the Vendor at or before the Closing Time, the Vendor may terminate this Agreement by written notice to the Purchaser prior to the Closing Time; provided that the Vendor shall not be permitted to exercise or purport to exercise any right of termination pursuant to this section 6.3(b) if the event or circumstances giving rise to that right is due to the breach of any representation or warranty or failure to perform any covenant or obligation under this Agreement by the Vendor.

CONDITIONS IN FAVOUR OF THE VENDOR. The obligation of the Vendor to complete the Transaction shall be subject to the following conditions to be waived or satisfied on or before 5:00 p.m. EST on the date specified therefor: (a) on the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed at the times contemplated herein in all material respects; (b) all of the representations and warranties in Section 6.2 shall be true and accurate in all material respects, in each case, at and as of the Closing Date, as if made as of the Closing Date (except to the extent such representations and warranties expressly and only relate to an earlier date, in which event such representations and warranties shall be true and accurate in all material respects, as applicable, on and as of such earlier date); (c) on or before the Closing Date, the Purchaser’s Closing Documents shall have been delivered as required by Section 7.3; and (d) on or before the Closing Date, the Purchase Price, as adjusted, shall have been paid or satisfied as set forth in Section 3.1. The conditions precedent set forth in this Section 5.2 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor by the time specified for satisfaction or waiver of that condition in accordance with Section 5.3 below.

CONDITIONS IN FAVOUR OF THE VENDOR. The obligations of the Vendor under this Agreement are subject to the fulfillment of the following conditions precedent: each of the representations and warranties of the Purchaser set forth in Section 17 shall be true and correct as if restated on and as of the Closing Date; the covenants and obligations contained in this Agreement to be complied with by the Purchaser on or before the Closing Time shall have been complied with and not been breached in any material respect; and the Purchaser has, as at the Closing Time: (i) delivered and paid the Purchase Price to the Vendor, and (ii) paid and delivered all taxes applicable to the Transaction. The Vendor may, in its sole discretion, waive either of the foregoing conditions. Any waiver by the Vendor must be in writing and delivered to the Purchaser's Solicitors.

CONDITIONS IN FAVOUR OF THE VENDOR. 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 Vendor and which are to be performed or complied with at or prior to the Time of Closing: (1) Purchaser 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 steps include the completion and delivery of all notices and authorizations to NSI that conform to NSI's requirements for a Domain Name transfer; (2) The execution and delivery to the Vendor of a letter agreement pursuant to which representatives of the venture capital division of Pacific Century Cyberworks Limited and representatives of Venture Catalyst Incorporated agree to meet on an informal basis for the purpose of considering mutual business opportunities; and (3) The Escrow Agent shall have received funds representing the Purchase Price and, subsequent to the Time of Closing, upon satisfaction of the provisions of section 2.1 of the Escrow Agreement the Vendor shall have received the Purchase Price pursuant to the Escrow Agreement without any claim or reservation of rights from Purchaser or Escrow Agent.

CONDITIONS IN FAVOUR OF THE VENDOR. The purchase and sale of the Purchased Shares is subject to the following terms and conditions for the exclusive benefit of the Vendor, to be fulfilled or performed by the Purchaser or waived by the Vendor at or prior to Closing: