Common use of Conditions Precedent of Buyer Clause in Contracts

Conditions Precedent of Buyer. Buyer's obligations under this Agreement are subject to the satisfaction at or before the Closing Date of each of the following conditions (the fulfillment of any of which may be waived in writing by Buyer): (a) All terms of this Agreement and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements. (b) The representations and warranties of Covisint contained in this Agreement will be true and correct at and as of the Closing Date as if made at and as of such time, with the same force and effect as if made at and as of the Closing Date, (1) subject to Section 6.6, (2) except for those representations and warranties which address matters only as of a particular date which were true and correct as of such date and (3) except where the failure to be true and correct would not, in the aggregate, have a material adverse effect on the Business or the Assets; provided, however, that, subject to the provisions of Section 6.6, Buyer will be entitled to seek indemnification as provided in Article 9 of this Agreement. (c) There will not have been any material adverse change in the Business or the Assets. (d) All courts of law, Governmental Entities and other third parties, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation or under any contract, commitment or other agreement of Covisint, for the consummation of the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not have a material adverse effect on the Business or the Assets, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws shall have expired. (e) Buyer shall have received written consent in a form reasonably satisfactory to Buyer from all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on the Business or the Assets. (f) Buyer shall have received the following: (1) Consistent with the summary provided to Buyer, a revised or amended Services and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, and the monthly user fee obligation of $5,000, each as described in the proposal made to Ford Motor Company; and (2) A copy of exhibit 3.19 of the first amendment to the Transaction Agreement between Covisint and Delphi Automotive Systems, LLC, effective June 28, 2001.

Conditions Precedent of Buyer. Buyer's The obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction at or before the Closing Date of each of the following conditions (the fulfillment of any of which may be conditions, unless waived by Buyer in writing to the extent permitted by Buyer):applicable law: (a) All terms of this Agreement and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements. (b) The representations and warranties of Covisint Seller contained in this Agreement will and in any closing certificate or document delivered to Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as if though made at and as of that time other than such time, with the same force representations and effect warranties as if are specifically made at and as of another date, and Seller shall have delivered to Buyer a certificate to that effect. (b) Seller shall have performed and complied with all covenants of this Agreement to be performed or complied with by it at or prior to the Closing Date, (1) subject and Seller shall have delivered to Section 6.6, (2) except for those representations and warranties which address matters only as of Buyer a particular date which were true and correct as of such date and (3) except where the failure certificate to be true and correct would not, in the aggregate, have a material adverse effect on the Business or the Assets; provided, however, that, subject to the provisions of Section 6.6, Buyer will be entitled to seek indemnification as provided in Article 9 of this Agreementthat effect. (c) There will not No legal action or proceeding shall have been any material adverse change in instituted after the Business date hereof against the Purchased Assets or against Buyer arising by reason of the Assets. (d) All courts acquisition of lawthe Purchased Assets pursuant to this Agreement, Governmental Entities and other third parties, the consent, authorization or approval of which is necessary under any applicable lawreasonably likely (i) to restrain, rule, order prohibit or regulation or under any contract, commitment or other agreement of Covisint, for invalidate the consummation of the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure (ii) to obtain such consent, authorization or approval will not have a material adverse effect on the Business Buyer or the Assets, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws shall have expired. (eiii) Buyer shall have received written consent in a form reasonably satisfactory to Buyer from all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on Buyer's right to own, operate or control the Business Business. (d) Seller shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the Assetsexecution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effect. (e) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement shall have been so executed or delivered. (f) Buyer No casualty, loss or damage shall have received occurred on or prior to the following: (1) Consistent with the summary provided Closing Date to Buyer, a revised or amended Services and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term any of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, and the monthly user fee obligation properties or assets of $5,000, each as described in the proposal made to Ford Motor Company; and (2) A copy of exhibit 3.19 of the first amendment to the Transaction Agreement between Covisint and Delphi Automotive Systems, LLC, effective June 28, 2001Seller.

Conditions Precedent of Buyer. Buyer's The obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction at or before the Closing Date of each of the following conditions (the fulfillment of any of which may be conditions, unless waived by Buyer in writing to the extent permitted by Buyer):applicable law: (a) All terms Each of this Agreement and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements. (b) The representations and warranties of Covisint Evant contained in this Agreement will shall be true and correct in all material respects at and as of the Closing Date as if though made at and as of that time other than such time, with the same force and effect as if made at and as of the Closing Date, (1) subject to Section 6.6, (2) except for those representations and warranties which address matters only as are specifically made as of a particular date which were true and correct as of such date and (3) another date, except where the failure to be so true and correct would nothas not had a Material Adverse Effect, and Evant shall have delivered to Buyer a certificate of an officer of Evant to that effect. (b) Evant shall have performed and complied in the aggregate, have a all material adverse effect on the Business respects with all covenants under this Agreement to be performed or the Assets; provided, however, that, subject complied with by it at or prior to the provisions Closing Date, except where the failure to so perform and comply has not had a Material Adverse Effect, and Evant shall have delivered to Buyer a certificate of Section 6.6, Buyer will be entitled an officer of Evant to seek indemnification as provided in Article 9 of this Agreementthat effect. (c) There will not No injunction, judgment, or other order shall have been issued by any material adverse change court or governmental authority in any legal action or proceeding instituted by a third party against Evant, any of Evant's assets or Buyer arising out of the Business transactions contemplated by this Agreement, which restrains, prohibits or the Assets. (d) All courts of lawinvalidates or seeks to restrain, Governmental Entities and other third partiesprohibit or invalidate, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation or under any contract, commitment or other agreement of Covisint, for the consummation of the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not have a material adverse effect on the Business or the Assets, and any applicable waiting periods prescribed by any domestic or foreign antitrust-seeks damages related laws thereto. (d) Evant shall have expiredprocured all of the consents, approvals and waivers of third parties or any regulatory body or authority listed on Schedule 7.1(d). (e) Buyer The following documents required to be executed or delivered at Closing by Evant pursuant to this Agreement shall have received written consent been so executed or delivered: (i) all documents described in a form reasonably satisfactory to Buyer from Section 7.1(a), (b), (d), (h), (i), and (j) and (ii) all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on the Business or the Assetsdocuments described in Section 7.3. (f) The Agreement and all transactions contemplated thereby shall have been duly approved by Evant's board of directors and the holders of the requisite number of shares of Evant capital stock under the CGCL and Evant's Articles of Incorporation. (g) There have occurred between the date hereof and the Closing Date no events that, individually or in the aggregate, have had a Material Adverse Effect on Evant. (h) Buyer shall have received a certificate executed in the following:name of and on behalf of Evant by each of the Chief Executive Officer and the Chief Financial Officer of Evant, in their capacity as officers and not in their capacity as individuals, to the effect that the Financial Statements and the 2004 Audited Financial Statements fairly represent in all material respects the financial position of Evant and the results of operations and cash flows as of and for the periods indicated therein. (1i) Consistent Evant shall have entered into a services agreement with the summary provided to Staples, Inc. in form and substance approved by Buyer, a revised or amended Services which approval shall not be unreasonably withheld. (j) Evant shall have delivered to Buyer true, complete and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term correct copies of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, Year 2004 Audited Financial Statements and the monthly user fee obligation of $5,000, each as described financial condition and results reflected therein shall not be materially different than information with respect to such period provided in the proposal made to Ford Motor Company; andFinancial Statements. (2k) A copy Holders of exhibit 3.19 no more than ten percent (10%) of the first amendment shares of Evant's capital stock issued and outstanding at the Effective Time, calculated on a fully-converted basis, shall be eligible to assert dissenters' rights under the Transaction Agreement between Covisint and Delphi Automotive Systems, LLC, effective June 28, 2001CGCL.

Conditions Precedent of Buyer. Buyer's The obligations under this Agreement of the Buyer hereunder are subject to the satisfaction at conditions that on or before the Closing Date of each of the following conditions (the fulfillment of any of which may be waived in writing by Buyer): (a) All terms of this Agreement and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements.Closing: (b) a. The representations and warranties of Covisint Seller contained in this Agreement will or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct at on and as of the Closing Date as if though such representations and warranties were made at and as of such timedate, with the same force and effect as except if made at and as of the Closing Date, (1) subject to Section 6.6, (2) except for those such representations and warranties which address matters only were made as of a particular specified date which were and such representations and warranties shall be true and correct as of such date date. b. Seller shall have performed and (3) except where complied with all agreements and conditions require by this Agreement to be performed or complied with by it prior to or at the failure Closing. c. If requested by Bxxxx, Seller shall have delivered to buyer copies of the resolutions of the board of directors of Seller authorizing the transactions contemplated herein, with such resolutions to be certified to be true and correct would notby its Secretary of Assistant Secretary. d. On the Closing, in there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by a court of competent jurisdiction directing that the aggregate, have a material adverse effect on the Business transactions provided for herein or the Assets; provided, however, that, subject to the provisions any of Section 6.6, Buyer will them not be entitled to seek indemnification consummated as provided in Article 9 of herein. e. All actions, proceedings, instruments, and documents required to carry out this Agreement, or incidental thereto, and all other related legal matters shall have been approved by counsel for Buyer, if any. (c) There will f. The Assets or any substantial portion thereof shall not have been adversely affected in any material adverse way as a result of any fire, accident, flood, or other casualty or act of God or the public enemy, nor shall any substantial portion of the Assets have been stolen, taken by eminent domain, or subject to condemnation. If the Closing occurs despite casualty as a result of the waiver of condition by Bxxxx, Seller shall assign or pay over to Buyer any proceeds of any insurance or condemnation proceeds with respect to any casualty involving the Assets that occurs after the Closing. g. There shall been no material change in the Business Assets or the Assets. (d) All courts of law, Governmental Entities and other third parties, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation or under any contract, commitment or other agreement of Covisint, for the consummation of the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not have a material adverse effect on the Business or the Assets, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws shall have expired. (e) Buyer shall have received written consent in a form reasonably satisfactory to Buyer from all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on the Business or the Assets. (f) Buyer shall have received the following: (1) Consistent with the summary provided to Buyer, a revised or amended Services and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, and the monthly user fee obligation of $5,000, each as described in the proposal made to Ford Motor Company; and (2) A copy condition, financial or otherwise, or in the business, properties, earnings or net worth of exhibit 3.19 of the first amendment to the Transaction Agreement between Covisint and Delphi Automotive Systems, LLC, effective June 28, 2001Seller.

Conditions Precedent of Buyer. Buyer's obligations under The obligation of Buyer to effect the purchase and sale of the Membership Interests of the Company and assume the Assigned Contracts as contemplated by this Agreement are shall be subject to Seller and the satisfaction at Company, as applicable, satisfying the following additional conditions on or before prior to the Closing Date of each of the following conditions (the fulfillment of any of which may be waived in writing or waiver by Buyer):: (a) All terms of this Agreement Seller and the Related Agreements to be complied with or Company, as applicable, shall have performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions respects the covenants and delivery of all documents agreements contained in this Agreement that are required to be taken and delivered performed by them under this Agreement and on or prior to the Related Agreements.Closing Date; (b) The the representations and warranties of Covisint contained Seller set forth in this Agreement will that are qualified as to materiality shall be true and correct at as of the date of this Agreement and as of the Closing Date Date, as if made at and as of such timetime (except to the extent expressly made as of an earlier date, with in which case as of such date) and the same force representations and effect warranties of Seller set forth in this Agreement that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (c) Buyer shall have received a certificate from an authorized officer or representative of Seller, dated the Closing Date, (1) subject to Section 6.6the effect that, (2) except for those representations and warranties which address matters only as of a particular date which were true and correct as to the best of such date officer’s knowledge, the conditions set forth in Section 6.2(a) and (3b) except where the failure to be true and correct would not, in the aggregate, have a material adverse effect on the Business or the Assets; provided, however, that, subject to the provisions of Section 6.6, Buyer will be entitled to seek indemnification as provided in Article 9 of this Agreement. (c) There will not have been any material adverse change in the Business or the Assets.satisfied; (d) All courts Seller shall have furnished Buyer with evidence reasonably satisfactory to Buyer that the Conversion has occurred in accordance with Section 5.6(d) of law, Governmental Entities this Agreement and other third partiesin compliance with all applicable laws; and (e) Seller, the consentCompany and their respective Affiliates, authorization as applicable, shall have delivered to Buyer (i) all such instruments required to be delivered under Section 2.5(b), or approval of which is necessary under any applicable law, rule, order or regulation or under any contract, commitment or other agreement of Covisint, for the consummation of (ii) otherwise required to consummate the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not have a material adverse effect on the Business or the Assets, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws shall have expired. (e) Buyer shall have received written consent in a form reasonably satisfactory to Buyer from all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on the Business or the Assets. (f) Buyer shall have received the following: (1) Consistent with the summary provided to Buyer, a revised or amended Services and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, and the monthly user fee obligation of $5,000, each as described in the proposal made to Ford Motor Company; and (2) A copy of exhibit 3.19 of the first amendment to the Transaction Agreement between Covisint and Delphi Automotive Systems, LLC, effective June 28, 2001.

Conditions Precedent of Buyer. Buyer's The obligations under of Buyer to carry out the transactions contemplated by this Agreement are subject subject, at the option of Buyer, to the satisfaction at satisfaction, or before the Closing Date of each waiver by Buyer, of the following conditions (the fulfillment of any of which may be waived in writing by Buyer):conditions: (a) All terms representations and warranties of the Seller, the Trust and Beneficiaries contained in this Agreement shall be true and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint correct in all material respectsrespects at and as of the Closing, including Covisint's timely taking of and the Seller, the Trust and Beneficiaries shall have performed and satisfied in all actions material respects all agreements and delivery of all documents covenants required by this Agreement to be taken performed and delivered satisfied by them under this Agreement and at or prior to the Related AgreementsClosing. (b) The representations and warranties of Covisint contained in this Agreement will be true and correct at and as of the Closing Date as if made at and as of such time, with the same force and effect as if made at and as As of the Closing Date, no suit, action or other proceeding (1excluding any such matter initiated by or on behalf of Buyer) subject shall be pending or threatened before any court or governmental agency seeking to Section 6.6, (2) except for those representations and warranties which address matters only as of a particular date which were true and correct as of such date and (3) except where restrain Buyer or prohibit the failure to be true and correct would not, in the aggregate, have a material adverse effect on the Business Closing or seeking damages against Buyer or the Assets; provided, however, that, subject to Seller or its properties as a result of the provisions of Section 6.6, Buyer will be entitled to seek indemnification as provided in Article 9 consummation of this Agreement. (c) There will Up to and including the Closing, there shall not have been any material adverse event, circumstance, change or effect that, individually or in the Business aggregate, had or the Assets. (d) All courts of law, Governmental Entities and other third parties, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation or under any contract, commitment or other agreement of Covisint, for the consummation of the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not might have a material adverse effect on the Business Seller's business, operations, prospects, business, properties or financial condition. The Seller shall have kept Buyer advised as to all material operations and proposed material operations relating to the AssetsSeller. The Seller shall have (a) conducted its business in the ordinary course, (b) kept available the services of present employees, (c) maintained and operated its properties in a good and workmanlike manner, (d) paid or caused to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) complied with all of the covenants contained in all such material contracts, (f) maintained in force until the Closing Date insurance policies equivalent to those in effect on the date hereof, (g) complied in all material respects with all applicable legal requirements, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws (h) used its best efforts to preserve the present relationships of the Seller with persons having significant business relations therewith. (d) The Seller and Trust shall have expiredfurnished Buyer with a certified copy of all necessary corporate and trust action on their behalf approving the execution, delivery and performance of this Agreement. (e) Buyer shall have received written consent in a form reasonably satisfactory to Buyer from all third parties whose consent is necessary for completed its due diligence investigation, and the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will results thereof shall not have a material adverse effect on revealed that any of the Business representations of the Seller set forth herein are untrue or the Assetsincorrect in any respect or otherwise be unsatisfactory to Buyer. (f) All proceedings to be taken by the Seller and the Trust in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to Buyer and its counsel, and Buyer and said counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. The Seller and the Trust shall have executed and delivered to the Buyer of one or more Bills of Sale and other conveyance instruments with respect to the Seller's transfer of the Transferred Assets in form and scope reasonably satisfactory to Buyer (collectively the "Conveyance Documents"), and transferred, conveyed, assigned and delivered good, valid and marketable title to all of the Transferred Assets from the Seller to the Buyer pursuant to the Conveyance Documents, free and clear of any and all liens, encumbrances, mortgages, security interests, pledges, claims, equities and other restrictions or charges of any kind or nature whatsoever. (g) The Board of Directors of Buyer shall have received approved this Agreement and Buyer's acquisition of the following:Transferred Assets contemplated hereby. (1h) Consistent The Seller shall have caused each of Paul Cashmere, Ros Cashmere, Haylee Cashmere, and Tim Cashmere (collxxxxvely, the "Employees") to enter into one-year xxployment agreements with the summary provided to Buyer, a revised or amended Services Designated Subsidiary including confidentiality and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, and the monthly user fee obligation of $5,000, each as described in the proposal made to Ford Motor Company; and (2) A copy of exhibit 3.19 of the first amendment restraint provisions on terms mutually acceptable to the Transaction Agreement between Covisint Buyer and Delphi Automotive Systems, LLC, effective June 28, 2001each Employee.

Conditions Precedent of Buyer. Buyer's The obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction at or before the Closing Date of each of the following conditions (the fulfillment of any of which may be conditions, unless waived by Buyer in writing to the extent permitted by applicable law ("Buyer's Conditions Precedent"): (a) All terms Each of this Agreement and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements. (b) The representations and warranties of Covisint Seller and the Operating Shareholders contained in this Agreement will shall be true and correct in all material respects at and as of the Closing Date as if though made at and as of that time other than such time, with the same force and effect as if made at and as of the Closing Date, (1) subject to Section 6.6, (2) except for those representations and warranties which address matters only as are specifically made as of a particular date which were true and correct as of such date and (3) another date, except where the failure to be so true and correct would nothas not had a Material Adverse Effect, and the Operating Shareholders shall have delivered to Buyer a certificate to that effect. (b) Seller, the Operating Shareholders and Kodiak shall have performed and complied in the aggregate, have a all material adverse effect on the Business respects with all covenants under this Agreement to be performed or the Assets; provided, however, that, subject complied with by any of them at or prior to the provisions of Section 6.6Closing Date, except where the failure to so perform and comply has not had a Material Adverse Effect, and Seller shall have delivered to Buyer will be entitled a certificate to seek indemnification as provided in Article 9 of this Agreementthat effect. (c) There will not No injunction, judgment, or other order shall have been issued by any material adverse change court or governmental authority in any legal action or proceeding instituted by a third party against Seller, Kodiak, any of Kodiak's assets or Buyer arising by reason of the Business acquisition of the Share pursuant to this Agreement, which restrains, prohibits or the Assets. (d) All courts of lawinvalidates or seeks to restrain, Governmental Entities and other third partiesprohibit or invalidate, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation or under any contract, commitment or other agreement of Covisint, for the consummation of the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not have a material adverse effect on the Business or the Assetsseeks damages related thereto, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws Seller shall have expireddelivered to Buyer a certificate to that effect (provided that such certificate shall not include certification regarding legal actions or proceedings against Buyer). (d) Seller and Kodiak shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority listed on Schedule 6.1(d) attached hereto. (e) Buyer All documents described in Section 6.3 shall have received written consent in a form reasonably satisfactory been executed and delivered to Buyer from all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on the Business or the AssetsBuyer. (f) There have occurred no events that, individually or in the aggregate, have had a Material Adverse Effect. (g) Buyer shall have received a certificate executed in the following:name of and on behalf of Kodiak by the President and Treasurer of Kodiak, in their capacity as officers and not in their capacity as individuals, to the effect that the Financial Statements fairly represent in all material respects the financial position of Kodiak and the results of operations and cash flows as of and for the periods indicated therein. (1h) Consistent with The Agreement and all transactions contemplated hereby shall have been approved by the summary provided to Buyer, a revised or amended Services Trustees and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term shareholders of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, and the monthly user fee obligation of $5,000, each as described in the proposal made to Ford Motor Company; and (2) A copy of exhibit 3.19 of the first amendment to the Transaction Agreement between Covisint and Delphi Automotive Systems, LLC, effective June 28, 2001Seller.