Common use of Conditions Precedent of AIM Equity Clause in Contracts

Conditions Precedent of AIM Equity. The obligation of AIM Equity to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by AIM Equity. (a) The representations and warranties of Baird Blue Chip set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Date. (b) Baird Blue Chip shall have complied with and satisfied in all material respects all agreements and all conditions set forth herein on its part to be performed or satisfied at or prior to the Closing Date. (c) AIM Equity shall have received at the Closing Date (i) a certificate, dated as of the Closing Date, from an officer of Baird Blue Chip on behalf of Baird Blue Chip, in such individual's capacity as an officer of Baird Blue Chip and not as an individual, to the effect that the conditions specified in Section 6.1(a) and (b) have been satisfied and (ii) a certificate, dated as of the Closing Date, from the Secretary or Assistant Secretary of Baird Blue Chip certifying as to the accuracy and completeness of the attached articles of incorporation and by-laws, and resolutions, consents and authorizations with respect to the execution and delivery of this Agreement and the transactions contemplated hereby. (d) AIM Equity shall have received the signed opinion of Quarxxx & Xradx, xxunsel to Baird Blue Chip, or other counsel reasonably acceptable to AIM Equity, in form and substance reasonably acceptable to counsel for AIM Equity, as to the matters set forth in Schedule 6.1(d).

Conditions Precedent of AIM Equity. The obligation of ---------------------------------- AIM Equity to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by AIM Equity. (a) The representations and warranties of Baird Blue Chip set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Date. (b) Baird Blue Chip shall have complied with and satisfied in all material respects all agreements and all conditions set forth herein on its part to be performed or satisfied at or prior to the Closing Date. (c) AIM Equity shall have received at the Closing Date (i) a certificate, dated as of the Closing Date, from an officer of Baird Blue Chip on behalf of Baird Blue Chip, in such individual's capacity as an officer of Baird Blue Chip and not as an individual, to the effect that the conditions specified in Section 6.1(a) and (b) have been satisfied and (ii) a certificate, dated as ---------------------- of the Closing Date, from the Secretary or Assistant Secretary of Baird Blue Chip certifying as to the accuracy and completeness of the attached articles of incorporation and by-laws, and resolutions, consents and authorizations with respect to the execution and delivery of this Agreement and the transactions contemplated hereby. (d) AIM Equity shall have received the signed opinion of Quarxxx Xxxxxxx & XradxXxxxx, xxunsel counsel to Baird Blue Chip, or other counsel reasonably acceptable to AIM Equity, in form and substance reasonably acceptable to counsel for AIM Equity, as to the matters set forth in Schedule 6.1(d).. ---------------