Buyer’s Closing Conditions Clause Samples

Buyer’s Closing Conditions. The obligation of the Buyer to perform under this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions, unless waived by the Buyer (in writing) in its sole discretion: (a) Each of Sellers’ and the Company’s representations and warranties contained in Article 3 and Article 4 shall be true and correct in all material respects, other than the representations and warranties contained in Article 4 to the extent qualified by materiality, which shall be true and correct in all respects, in each case, on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing, except to the extent that any representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be evaluated as of such earlier date. (b) The Company and each Seller respectively shall have delivered the deliverables as set forth in Section 7.02 above, and duly performed and complied in all material respects with all other covenants and obligations that the Company or the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing. (c) Since the Execution Date, there shall not have been commenced or threatened any action by any Person or Government Authority involving any challenge to or that may have the effect of preventing, delaying, making illegal, imposing material limitations or conditions on, or otherwise materially interference with any of the Contemplated Transactions. (d) The Buyer and its Affiliates shall have obtained the Gaming Licenses that the Buyer and its Affiliates are required to obtain under applicable Laws such that the Buyer can continue operating the business of each Group Company in substantially the same manner on the Closing Date as it was operated immediately prior to the Execution Date. (e) Holders of not less than seventy-five percent (75%) of the Issued Shares shall have accepted the Offer by December 31, 2020, which date may be extended by the Buyer in its sole discretion.

Buyer’s Closing Conditions. The following conditions are for the -------------------------- benefit of Buyer and are conditions to the Closing, unless expressly waived by Buyer on or before the Closing Date:

Buyer’s Closing Conditions. The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions: (a) all representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing; (b) the execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Seller; (c) all necessary consents of and filings with any state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, accomplished or waived, except to the extent that such consents and filings are normally obtained, accomplished or waived after Closing; (d) as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Buyer) shall be pending or threatened before any court or governmental agency seeking to restrain Buyer or prohibit the Closing or seeking damages against Buyer as a result of the consummation of this Agreement.

Buyer’s Closing Conditions. Buyer's obligations to consummate the Transaction is subject to the satisfaction by Seller or the waiver by Buyer, at or before the Closing, of the following conditions:

Buyer’s Closing Conditions. The obligation of the Buyers to commence purchase of the Securities under this Agreement is subject to the satisfaction of each of the following conditions on or before the Closing Date and may be waived by the Buyers at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyers including the Registration Rights Agreement substantially in the form of Exhibit A hereto. (b) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last nine (9) months suspended by the SEC or the Principal Market and the Shares shall be approved for listing upon the Principal Market. (c) The Company shall provide to the Agent on behalf of the Buyers the form of opinion of the Company Counsel in the form of Exhibit B. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the Closing Date (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyers shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit C. (e) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as Exhibit D which shall be in full force and effect without any amendment or supplement thereto as of the Closing Date. (f) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock at least 20,680,000 shares of Common Stock, solely for the purpose of effecting (i) purchase of the Shares, (ii) the Warrant Shares issuable under the Warrants and (iii) the Penalty Shares. (g) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyers shall have been delivered to and acknowledged in writing by the Company and the Company’s Transfer Agent. (h) The Company shall have delivered to the Buyers a Secretary’s Certificate executed by the Secretary of the Company, dated as of the Closing Date, in the form attached hereto as Exhibit E.

Buyer’s Closing Conditions. The obligation of Buyer to complete the transactions contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at Closing) (the "Buyer's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Buyer only in a writing executed by Buyer (provided, however, that any such waiver shall not affect Buyer's ability to pursue any remedy it may have with respect to any breach hereunder by Seller):

Buyer’s Closing Conditions. Buyer's obligation to purchase the Property is expressly conditioned on the fulfillment of each of the conditions precedent at or before Closing described below ("Buyer's Closing Conditions"). Buyer's Closing Conditions are solely for Buyer's benefit and any and all of Buyer's Closing Conditions may be waived in writing by Buyer in whole or in part without prior notice.

Buyer’s Closing Conditions. The conditions set forth in this Section are solely for the benefit of Buyer and may be waived only by Buyer and, except as otherwise specifically set forth herein, only if such waiver is set forth in a writing signed by Buyer. Closing and Buyer’s obligations with respect to the transaction contemplated by this Agreement are subject to the satisfaction of the conditions set forth in Sections 6.1 through 6.3 not later than twenty-one (21) days after the mutual execution of this Agreement (the “Contingency Period”). Closing and Buyer’s obligations with respect to the transaction contemplated by this Agreement are subject to the satisfaction of the conditions set forth in Sections 6.4 to 6.9 on or before the Closing Date.

Buyer’s Closing Conditions. The obligations of Buyers to consummate the transactions contemplated by this Agreement are subject, at the option of Buyers, to the satisfaction on or prior to Closing (or waiver in writing by Buyers thereof) of each of the following conditions: