Common use of In Favour of the Issuer Clause in Contracts

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the UXD Shareholders and UXD shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD Shareholders and UXD contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Shareholders and UXD as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXD, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against UXD at the Time of Closing which may, if determined against the interest of UXD, cause a Material Adverse Change to UXD; and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the UXD Polaris Shareholders and UXD Polaris shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD Polaris Shareholders and UXD Polaris contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Polaris Shareholders and UXD Polaris as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXDPolaris, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against UXD Polaris at the Time of Closing which may, if determined against the interest of UXDPolaris, cause a Material Adverse Change to UXDPolaris; and (fe) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) 8.2 will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart counterparts, original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the UXD Shareholders Numberco Securityholders and UXD Numberco shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD Shareholders Numberco Securityholders and UXD Numberco contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Shareholders Numberco Securityholders and UXD Numberco as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXDNumberco, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against UXD Numberco at the Time of Closing which may, if determined against the interest of UXDNumberco, cause a Material Adverse Change to UXDNumberco; and (fe) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided:provided:‌ (a) the UXD 226 Shareholders and UXD 226 shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD 226 Shareholders and UXD 226 contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD 226 Shareholders and UXD 226 as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXD226, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash the delivery of a technical report on hand of $500,000 as of the Time of ClosingClaims by 226 to the Issuer in compliance with National Instrument 43-101; (e) there being no legal proceeding or regulatory actions or proceedings against UXD 226 at the Time of Closing which may, if determined against the interest of UXD226, cause a Material Adverse Change to UXD226; and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the UXD Shareholders PrivCo Securityholders and UXD PrivCo shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD Shareholders PrivCo Securityholders and UXD PrivCo contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Shareholders PrivCo Securityholders and UXD PrivCo as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXDPrivCo, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against UXD PrivCo at the Time of Closing which may, if determined against the interest of UXDPrivCo, cause a Material Adverse Change to UXDPrivCo; and (fe) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident incidental thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the UXD Cybeats Shareholders and UXD Cybeats shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD Cybeats Shareholders and UXD Cybeats contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Cybeats Shareholders and UXD Cybeats as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that it has completed, and is satisfied with, its due diligence in respect of Cybeats; (d) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXDCybeats, during the time between the Effective Date and the Time of Closing, has occurred; (de) UXD Cybeats will have minimum no cash on hand of $500,000 as of the Time of Closing; (ef) each of the Cybeats Founders shall have entered into employment agreements on terms and conditions that are mutually agreed to by the parties; (g) there being no legal proceeding or regulatory actions or proceedings against UXD Cybeats at the Time of Closing which may, if determined against the interest of UXDCybeats, cause a Material Adverse Change to UXDCybeats; and (fh) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the UXD Pan Canadian Shareholders and UXD Pan Canadian shall have materially complied with all of their respective covenants and agreements contained in this Agreement; (b) the representations and warranties of the UXD Pan Canadian Shareholders and UXD Pan Canadian contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Pan Canadian Shareholders and UXD Pan Canadian as of the Time of Closing; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXDPan Canadian, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against UXD Pan Canadian at the Time of Closing which may, if determined against the interest of UXDPan Canadian, cause a Material Adverse Change to UXDPan Canadian; (e) each of the Pan Canadian Shareholders shall have executed the Pan Canadian Shareholder Consent Agreement and delivered a duly executed copy of such agreement and any other certificates, instruments, agreements or other documents required thereunder to the Issuer; and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) 8.2 will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart counterparts, original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.