Common use of Buyer's Obligation Clause in Contracts

Buyer's Obligation. The obligation of the Buyer to purchase the Acquired Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (i) The representations and warranties of the Seller made in this Agreement shall be true and correct as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and the Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing; and the Seller shall have delivered to the Buyer a certificate dated the Closing Date, signed by an authorized officer or representative of the Seller, confirming the foregoing; (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be threatened or in effect, and no statute, rule or regulation of any governmental authority of competent jurisdiction shall have been promulgated or enacted, as of the Closing which restrains, prohibits or adversely affects the purchase and sale of the Acquired Assets; and (iii) The Buyer shall have completed the acquisition of all of the stock of Cookies USA, and shall have completed its senior notes offering in the current anticipated amount of $40,000,000.