Common use of CONDITIONS ON CLOSING Clause in Contracts

CONDITIONS ON CLOSING. 5.1 The Purchaser's obligation to purchase the Shares is subject to the conditions that the purchase of the Shares by the Purchaser from the Vendor is exempt from the registration requirements and prospectus filing requirements under applicable Securities Laws. 5.2 If any of the conditions contained in Section 5.1 shall not be performed or fulfilled at or prior to the time of Closing to the satisfaction of the Party benefiting from the condition, acting reasonably, such Party may, by notice to the other Party, terminate this Agreement and the obligations of the Parties under this Agreement. Any such condition may be waived in whole or in part by the Party benefiting from the condition without prejudice to any claims it may have for breach of covenant, representation or warranty.