Common use of Conditions of Your Obligations Clause in Contracts

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit D. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to (i) the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof hereof, of the representations and warranties made by the Company in Section 2(a), (ii) the accuracy in all material respects at and (except as otherwise stated herein) as of the Closing Date, of the representations and warranties made herein by the CompanyCompany in Section 2(b), to (iii) the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date Date, and to (iv) the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Ronco Asset Purchase and Merger Transaction shall have been consummated. (c) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial Chief Financial or accounting officer Accounting Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement Section 2(b) are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) The Ronco Asset Purchase and Merger Transaction have been consummated; (iii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iiiiv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit B. (e) You shall have received from counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (f) The Company shall have completed an audit of the financial statements of Ronco Inventions LLC and related entities for the nine months ending September 30, 2004. (g) The Company shall have entered into employment agreements with Richard F. Allen Sr. and Evan J. Warshawsky on terms substantially sxxxxxx xx xxxxx xxx forth xx xxx XXX. (h) The Company shall have entered into Consulting Agreements with Ronald Popeil and Alan Backus, New Product Development Agreement, Trxxxxxxx Xx-Xxistenxx Xxxxxxxxt, and Seller Notes, each on terms substantially similar to those set forth in the PPM. (i) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are ------------------------------ subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no No litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change, or to the knowledge of the Company, any development involving a prospective material adverse change (so far as the Company may now foresee), in the condition (financial conditionor otherwise), business, or results of operations of the Company. (d) The Company shall have furnished to you such additional certificates as you may have reasonably requested as to compliance at and as of the Closing Date by it with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and as to other conditions to your obligations hereunder. (e) There shall not have been any material adverse change in any legal proceedings or regulatory actions pending or the commencement of similar actions which, if determined adversely to the Company, would have a material adverse effect on the condition (financial or otherwise), business, property, or results of operations of the Company. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to to: (i) the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof hereof, of the representations and warranties made by the Company in Section 2(a); (ii) the accuracy in all material respects at and (except as otherwise stated herein) as of the Closing Date, of the representations and warranties made herein by the Company, to Company in Section 2(b); (iii) the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date Date; and to (iv) the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Transactions shall have been consummated. (c) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial Chief Financial or accounting officer Accounting Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement Section 2(b) are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) The Transactions have been consummated; (iii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to youCompany; and (iiiiv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers. (e) The Company shall have prepared the Information Statement and be prepared to file it with the Commission as soon as practicable following the Closing, but in no event later than 10 days thereafter. (f) You shall have received from Stubbs Alderton & Markiles, LLP, counsel to the Company, an opinion, xxxxd xxx Xxxsing Date, with respect to such matters as SMH may request. (g) The Company shall have delivered a Voting Agreement executed by each of Keating Reverse Merger Fund, LLC, a Delaware limited liability compxxx, Xxlin Dyne and Daniel S. Guez, substantially in the form attaxxxx xx xxe Exchxxxx Xxxxxxxxx xs EXHIBIT A. (h) The Company shall have delivered a Lock-Up Agreement executed by Colin Dyne, substantially in the form attached hereto as EXHIBIT E, xxx Xxxxel S. Guez, substantially in the form attached hereto as EXHIBIT X. (i) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the each respective Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the each respective Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the respective Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the a Closing Date to the Company that any Exchange Act Documentthe respective Memorandum, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a material fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificatefrom XxXxxxx Xxxxx Battle & Xxxxxx, LLP, counsel for the Company, an opinion, dated the Closing Date, on behalf substantially to the effect set forth in EXHIBIT D hereto. (c) You shall have received a certificate, dated as of the Company by each respective Closing Date, of the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect thatPresident: (i) No injunction preventing or suspending the use of the Memorandum has been issued, and, to the knowledge of the signers, no proceedings for that purpose have been instituted or are pending or contemplated under the Act or any state securities laws; (ii) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (iiiii) Between To the date knowledge of this Agreement and the Closing Datesigners, no litigation has been instituted or, to the knowledge of the Company, or threatened against the Company or any of the Affiliates of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K the Memorandum that has is not been so disclosed to youdisclosed; and (iiiiv) Between Except as disclosed in the respective Memorandum between the date of this Agreement and the such Closing Date, there has not been any material adverse change, or to the knowledge of the Company, any development involving a prospective material adverse change (so far as the Company may now reasonably foresee), in the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Affiliates taken as a whole. (d) The Company shall have furnished to you such additional certificates as you may have reasonably requested as to the accuracy, at and as of the respective Closing Date, of the representations and warranties made herein by it, as to compliance at and as of the respective Closing Date by it with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the respective Closing Date and as to other conditions to your obligations hereunder. (e) There shall not have been any material adverse change in any legal proceedings or regulatory actions pending or the commencement of similar actions which, if determined adversely to the Company, would have a material adverse effect on the condition (financial conditionor otherwise), business, property, or results of operations of the Company. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the respective Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder hereunder, the Closing, and the release of funds raised in the Offering to the Company, are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the each Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the each Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the each Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the each Closing Date to the Company that any Exchange Act Canadian Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act a Canadian Document under Item 103 of Regulation S-K , that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (c) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit B. (d) You shall have received (i) from Anfield Xxxxx Xxxxxxx & Xxxxx, Barristers and Solicitors, Canadian counsel to the Company, an opinion, dated the initial Closing Date, with respect to the matters covered in Exhibit C; and (ii) from Xxxxxxx X. Xxxxxx, attorney, an opinion covering such matters as you may reasonably request. (e) Each director and executive officer of the Company on the Closing Date shall have entered into a one-year lock-up agreement covering all Common Stock beneficially owned by such persons or entities; provided, that such lock-up shall be lifted when a resale registration statement, for the benefit of the Purchasers in this offering, is declared effective by the Commission. (f) The Company shall have furnished to you such additional certificates as you may have reasonably requested as to the accuracy, at and as of the Closing Date, of the representations and warranties made herein by it, as to compliance at and as of the Closing Date by it with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and as to other conditions to your obligations hereunder. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to a Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to (i) the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof hereof, of the representations and warranties made by the Company in Section 2(a), (ii) the accuracy in all material respects at and (except as otherwise stated herein) as of the Closing Date, of the representations and warranties made herein by the CompanyCompany in Section 2(b), to (iii) the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date Date, and to (iv) the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Ronco Asset Purchase and Merger Transaction shall have been consummated. (c) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial Chief Financial or accounting officer Accounting Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement Section 2(b) are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) The Ronco Asset Purchase and Merger Transaction have been consummated; (iii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iiiiv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit B. (e) You shall have received from counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (f) The Company shall have completed an audit of the financial statements of Ronco Inventions LLC and related entities for the nine months ending September 30, 2004. (g) The Company shall have entered into employment agreements with Richard F. Allen Sr. and Evan J. Warshawsky on terms substantially sixxxxx xx xxxxx xxx xorth xx xxx XXX. (h) The Company shall have entered into Consulting Agreements with Ronald Popeil and Alan Backus, New Product Development Agreement, Traxxxxxx Xx-Xxxstencx Xxxxxxxxx, and Seller Notes, each on terms substantially similar to those set forth in the PPM. (i) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact whichthat, in your reasonable opinion, is material, or omits to state a fact whichthat, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer Chief Financial Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in Material Adverse Effect. (c) The Company shall have entered into the financial conditionRelated Agreements. (d) You shall have received from Hxxxxxx & Pxxxxx, businessP.C., or results of operations counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (e) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the Companyconditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder hereunder, the Closing, and the release of funds raised in the Offering to the Company, are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the each Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the each Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the each Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the each Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact whichthat, in your reasonable opinion, is material, or omits to state a fact whichthat, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer Chief Financial Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (c) The Company shall have entered into the Related Agreements. (d) You shall have received from Xxxxxx & Xxxxxxxxx LLP, counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (e) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.