Conditions Precedent of Purchaser Clause Samples

Conditions Precedent of Purchaser. The obligation of the Purchaser to complete the purchase of the Shares contemplated by this Agreement is subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent: (a) The representations and warranties of the Vendor and the Company set forth in Article 4 of this Agreement shall be true and correct as of the Closing as if such representations and warranties were made at and as of such time, and the Purchaser shall have received a certificate to that effect from the Vendor; (b) the Vendor and the Company shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing; (c) the Vendor and the Company shall have made available to the Purchaser or its nominees, at all reasonable times prior to the Closing Date, the minute book of the Company and all other material contracts, books, accounts, records and other information with respect to the affairs of the Company; (d) from the date hereof through the Closing Date; i) there has been no material adverse change in the business, prospects, financial condition, results of operations or the assets of the Company; ii) the Company shall not have suffered any liability, judgement, lien or termination of any contract or the imposition of any obligation, the effect of which shall be materially adverse to the Company; iii) there shall have been no other material adverse change of any kind with respect to the Company other than in the ordinary course of its business consistent with past practices or as permitted or contemplated by this Agreement; (e) the Company shall deliver the written resignations of the directors and officers of the Company and the Company and the Vendor shall deliver certified resolutions of the shareholders of the Company appointing such persons to the board of directors of the Company as the Purchaser may direct; (f) the Company shall deliver to the Purchaser certified copies of resolutions changing the existing bank signing officers to nominees of the Purchaser.

Conditions Precedent of Purchaser. In addition to all other conditions set forth in this Agreement, Purchaser’s obligation to consummate the Closing is subject to the satisfaction of each and every one of the conditions precedent set forth in this section 6.1 (all of which are for the sole benefit of Purchaser): (a) All representations of Seller set forth in Section 5.1 shall be true, correct and complete in all material respects as of the Effective Date and shall be true, correct and complete in all material respects as of the Closing Date. (b) Seller shall have performed in all material respects all obligations required to be performed by Seller hereunder prior to or in connection with the Closing (including specifically, without limitation, the covenants of Seller set forth in Section 5.2).

Conditions Precedent of Purchaser. The obligation of Purchaser to consummate the transactions contemplated hereby is, at the option of Purchaser, subject to the fulfillment prior to or on the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Purchaser:

Conditions Precedent of Purchaser. 6.1 The obligations of the Purchaser to complete the transactions contemplated herein and under the terms of the Agreements are subject to the satisfaction or fulfillment as at the Closing Date or any other date specified therein, of the following conditions precedent which may in whole or in part, be unilaterally waived by the Purchaser at any time, as follows: (a) Up to April 23, 2012 expiring at 4:30 p.m. (Calgary time) or any other date and time mutually agreed upon in writing by the parties, the review to the sole satisfaction of the Purchaser, of the financial condition, business affairs, properties and title of the Technology, the Purchased Sonic Reactors,AlbaniaCo and the AlbaniaCo Shares, as appropriate; (b) By no later than the Closing Date, the Purchaser shall have secured equity financing (the “Financing”) for gross aggregate proceeds of $500,000 under terms acceptable to the Purchaser; (c) The Corporation shall terminate the Albania Licence, without consequence, claims or further obligation to the Corporation or AlbaniaCo thereunder; (d) By April 23, 2012 expiring at 4:30 p.m. (Calgary time), the Purchaser shall review and confirm that the Purchased Sonic Reactors and related material assets held by AlbaniaCo in Albania are all in good working condition; (e) The Corporation shall enter into a form of technical services consulting agreement for a period of up to 12 months following the Closing Date pursuant to which the Corporation will facilitate the transfer of the Technology and will provide ongoing support to the Purchaser at cost to the Purchaser for the provision of the Corporation’s personnel; and (f) There shall be no Claims against the Corporation in relation to the Technology, the Purchased Sonic Reactors, the AlbaniaCo Shares, or the operations previously undertaken by AlbaniaCo in Albania. 6.2 In the event that the Corporation has been advised by the Purchaser by no later than the expiry dates specified above, that one or more of the above conditions have not been satisfied, this Letter of Intent shall be terminated effective as at such date and time. In the event of termination of thisLetter of Intent in accordance with Article.1 herein, the parties shall have no further obligations hereunder, save an except for the obligations of the Purchaser at Article 10.4 herein, which shall survive the termination of thisLetter of Intent. In the event of termination of this Letter of Intent in accordance with this Article 6.2, the parties agr...

Conditions Precedent of Purchaser. Purchaser's obligation to --------------------------------- consummate the transaction contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the Closing (or such earlier date as is specified with respect to a particular condition), any one or more of which conditions precedent may be waived by Purchaser in Purchaser's sole discretion: (a) All representations of Seller set forth in Section 5.1 shall be true, correct and complete in all material respects as of the Effective Date and shall be true, correct and complete in all material respects as of the Closing Date. (b) Seller shall have performed in all material respects all obligations required to be performed by Seller hereunder prior to or in connection with the Closing.

Conditions Precedent of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent: (a) the Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or at the Closing; (b) the representations and warranties of the Seller contained in this Agreement or in any certificate or document delivered by the Seller shall be true, correct and complete in all material respects on the Closing Date with the same effect as though such representations and warranties were made as of such date; (c) the Purchaser shall have been approved as a franchised dealer by Nissan and Volvo; (d) the Seller shall have assigned the Leases to the Purchase, with full consent of all landlords, where required, in accordance with Section 4.3 hereof by means of an assignment in form and substance reasonably satisfactory to the Purchaser and its counsel; (e) the Seller shall have obtained and delivered to the Purchaser such evidence as is satisfactory to the Purchaser and its counsel that all security interests in the Assets have been released, except for any security interests assumed by Purchaser; (f) the Seller shall have obtained all consents required in connection with the consummation of the transactions contemplated hereby; (g) the Purchaser shall have obtained a license from the Department of Motor Vehicles, State of Florida, to operate Stuart Volvo and Stuart Nissan; and (h) the Purchaser shall have obtained a license to operate the service and repair shop at Stuart Nissan and Stuart Volvo from the Florida Department of Agriculture. In the event of any failure to satisfy any of the conditions precedent set forth in this Article 5.0 prior to Closing, Purchaser shall be entitled to either (i) extend Closing to allow sufficient time to satisfy any remaining conditions precedent, which time period shall not exceed thirty (30) days from the scheduled Closing; or (ii) Purchaser may terminate this Agreement by providing written notice to Seller, in which event the escrow deposits shall be released to Purchaser with all interest accrued thereon, and all parties shall be relieved of any and all liability and obligation herein.

Conditions Precedent of Purchaser. The obligations of the Purchaser under this Agreement are subject to the conditions that on or prior to Closing Date the following conditions shall have been satisfied in full, it being understood and agreed that if any of the foregoing conditions shall not have been fulfilled by the Closing Date, the Purchaser may terminate without penalty or liability this Agreement by written notice to the Seller:

Conditions Precedent of Purchaser. 65 SECTION 6.1. Conditions Precedent....................................................... 65 6.1.1 Representations, Warranties and Obligations of Seller.............................................. 65 6.1.2 Officer's Certificate.............................................. 66 6.1.3 Ancillary Agreements............................................... 66 6.1.4 Material Adverse Change............................................ 66 6.1.5 Consents........................................................... 66 6.1.6 No Injunction...................................................... 66 6.1.7

Conditions Precedent of Purchaser. In addition to all other conditions set forth in this Agreement, Purchaser's obligation to consummate the Closing is subject to the satisfaction of the conditions precedent set forth in this Section 6.1 (all of which are for the sole benefit of Purchaser): (a) All representations of Seller set forth in Section 5.2 shall be true, correct and complete in all material respects as of the Effective Date and shall be true, correct and complete in all material respects as of the Closing Date. (b) Seller shall have performed in all material respects all obligations required to be performed by Seller hereunder prior to or in connection with the Closing. (c) The physical condition of the Property shall be substantially the same on the Closing Date as on the Effective Date, reasonable wear and tear excepted. (d) At Closing, there shall be no pending administrative agency, litigation or governmental proceeding of any kind whatsoever affecting the Property that, after Closing, would, in Purchaser's sole discretion, materially and adversely affect the value of the Property. (e) Title Company shall unconditionally agree to issue the Title Policy in the form described above.