Common use of Conditions to Consummation of the Transaction Clause in Contracts

Conditions to Consummation of the Transaction. The respective obligations of the Parties pursuant to this Transaction are subject to: (i) the successful consummation of those certain other transactions of even date hereof that are integrally related to this Transaction, including (a) the transactions referred to in that certain Note Purchase and Use of Proceeds Agreement among Buyer (in his capacity as "Seller" therein), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and the Company (including a Pledge and Security Agreement of Buyer securing ▇▇▇▇▇▇▇▇ therein) providing for, among other things, a loan by ▇▇▇▇▇▇▇▇ to Buyer in the amount of $400,000.00 which requires Buyer to cause the Company to pay over to subsidiary Pure Nature, LLC, a Colorado limited liability company ("Pure Nature"), sufficient funds to effectuate the simultaneous repayment of amounts due to ▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and Daxbury by Pure Nature, aggregating $89,087.00, (b) that certain stock purchase transaction referred to in that certain Stock Purchase and Sale Agreement between ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), whereby ▇▇▇▇▇▇▇ shall sell one million free trading shares of common stock of the Company to ▇▇▇▇▇▇▇▇ for $100, and (c) the entry into the Escrow Agreement by ▇▇▇▇▇▇▇ and the Parties thereto; and (ii) the satisfaction of conditions customary to transactions of this type, including without limitation, (a) execution of this Agreement by all Parties; (b) the absence of any pledges, liens, security interests in or to, or any other encumbrance of any nature whatsoever arising in connection with the Control Securities (c) the absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company prior to closing, (d) the absence of pending or Threatened litigation, investigations or other matters affecting the Company, the Buyer or the Transaction.

Conditions to Consummation of the Transaction. The respective obligations of the Parties pursuant to the Transaction the subject of this Transaction Agreement are subject to: (i) the successful consummation of those certain other transactions of even date hereof that are integrally integrally-related to this Transaction, including (a) as referred to in Section 2.4 above, the transactions referred to the Note Purchase Agreement, (b) the successful consummation of the stock purchase transaction referred to in that certain Note Stock Purchase and Use of Proceeds Sale Agreement among Buyer (in his capacity as "Seller" therein)Canyon, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and the Company (including a Pledge and Security Agreement of Buyer securing ▇▇▇▇▇▇▇▇ therein) providing for, among other things, a loan by ▇▇▇▇▇▇▇▇ to Buyer in the amount of $400,000.00 which requires Buyer to cause the Company to pay over to subsidiary Pure Nature, LLC, a Colorado limited liability company ("Pure Nature"), sufficient funds to effectuate Duxbury and the simultaneous repayment of amounts due to ▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and Daxbury by Pure NatureCompany, aggregating $89,087.00, (b) that certain stock purchase transaction referred to in that certain Stock Purchase and Sale Agreement between ▇▇wherein ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ Duxbury shall have sold sixty ("▇▇▇▇▇▇▇"), whereby ▇▇▇▇▇▇▇ shall sell one 60) million free trading restricted shares of the $.001 par value common stock of the Company to ▇▇▇▇▇▇▇▇ for $100Canyon ("Control Security Transaction"), and (c) the entry into the Escrow Agreement by ▇▇▇▇▇▇▇ and the Parties thereto; and (ii) the satisfaction of conditions customary to transactions of this type, including without limitation, (au) execution of this Agreement by all Parties; (bv) the absence of any pledges, liens, security interests in or to, or any other encumbrance of any nature whatsoever arising in connection with the Control Free- Trading Securities (cw) the absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company prior to closing, (dx) the absence of pending or Threatened litigation, investigations or other matters affecting the Company, the Buyer or the Transaction, (y) satisfactory completion by the Buyer and the Seller of a due diligence investigation of the other Party; and (z) confirmation that the representations and warranties of each Party are true and accurate in all respects.