Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall have negotiated and closed a new contract (or a series of related contracts) for the design, construction, and monitoring of an encrypted wireless network with a financial institution at a cumulative contract value of not less than $450,000 and has received an initial down payment of not less than $200,000 under such contract(s). Seller, Xxxx Xxxxxx Xxxxx, and Xxx Xxxxxxxx shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to (i) encrypted wireless networks and (ii) broadband wireless networks. Seller shall also furnish to Buyer documentation of all assets within Subject Assets acquired from Netzah Inc. and MoneyVue Financial, Inc., Seller will furnish to Buyer a complete listing of such transferred assets in the form of Exhibit 3, in form and substance satisfactory to Buyer. Buyer shall have received from Seller all of the following: A xxxx of sale including a complete listing of assets in the form of Exhibit 1, in form and substance satisfactory to Buyer, duly executed by Seller (collectively, the "Xxxx of Sale"), conveying to Buyer the Subject Assets free and clear of all pledges, security interests, or other similar liens granted by Seller and free and clear of all other adverse claims of any kind whatsoever known by Seller (collectively, "Encumbrances"), except (i) encumbrances for taxes, the payment of which is not delinquent, (ii) materialmen's, warehousemen's, mechanic's or other Encumbrances arising by operation of law in the ordinary course of business for sums not due and which do not materially detract from the value of such assets or properties or materially impair the operation of the Business, and (iii) statutory Encumbrances incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits (collectively "Permitted Encumbrances") ; An assignment and assumption agreement in the form of Exhibit 4 (the "Assignment and Assumption Agreement"), duly executed by Seller; Trademark, copyright and other intellectual property assignment documents reasonably requested by Buyer to fully effectuate the transfer of the intellectual property within the Subject Assets, each duly executed by Seller; Actual or constructive physical possession of all of the Subject Assets and the Records; A certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the governing documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the contemplated transactions and the change of name contemplated by Section 1.1 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the contemplated transactions and accompanied by the requisite documents for amending the relevant governing documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and A legal opinion from Seller's counsel that (1) Seller is bound by this Agreement and (2) subject to Closing, the Xxxx of Sale and Assignment and Assumption Agreement are in a form legally sufficient to convey to Buyer the Subject Assets free and clear of all Encumbrances, except Permitted Encumbrances.
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Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall have negotiated and closed a new contract (or a series of related contracts) for the design, construction, and monitoring of an encrypted wireless network with a financial institution at a cumulative contract value of not less than $450,000 and has received an initial down payment of not less than $200,000 under such contract(s). Seller, Xxxx Xxxxxx XxxxxPCCare, Inc., Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and Xxx Xxxxxxxx their adult children shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to (i) encrypted the ISP segment of the fixed wireless networks broadband industry. The non-compete obligations shall not include the future and (ii) broadband wireless networkscontinued business services currently being provided by PCCare, Inc. to residential, commercial businesses, municipalities, government and quasi-governmental agencies. Notwithstanding this exception, both Xxxxx Xxxxxxxxx and PCCare, Inc. will also agree not to own or operate ISP operations designed and constructed for such entities. Additionally, the immediate family members of Xxxxx Xxxxxxxxx agree to be bound by the above conditions for a period of 3 years from the date of Closing. Seller shall also furnish to have provided the Buyer documentation of with certifications from the state and local taxing jurisdictions that all assets within Subject Assets acquired from Netzah Inc. and MoneyVue Financial, Inc., Seller will furnish to Buyer a complete listing of such transferred assets in the form of Exhibit 3, in form and substance satisfactory to Buyertaxes have been paid. Buyer shall have received from Seller all of the following: A xxxx of sale including a complete listing of assets in the form of Exhibit 1, in form and substance satisfactory to Buyer, duly executed by Seller (collectively, the "Xxxx of Sale"), conveying to Buyer the Subject Assets free and clear of all pledges, security interests, or other similar liens granted by Seller and free and clear of all other adverse claims of any kind whatsoever known by Seller (collectively, "Encumbrances"), except (i) encumbrances for taxes, the payment of which is not delinquent, (ii) materialmen's, warehousemen's, mechanic's or other Encumbrances arising by operation of law in the ordinary course of business for sums not due and which do not materially detract from the value of such assets or properties or materially impair the operation of the Business, and (iii) statutory Encumbrances incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits (collectively "Permitted Encumbrances") ); An assignment and assumption agreement in the form of Exhibit 4 2 (the "Assignment and Assumption Agreement"), duly executed by Seller; Trademark, copyright and other intellectual property assignment documents reasonably requested by Buyer to fully effectuate the transfer of the intellectual property within the Subject Assets, each duly executed by Seller; Actual or constructive physical possession of all of the Subject Assets and the Records; A certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the governing documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the contemplated transactions and the change of name contemplated by Section 1.1 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the contemplated transactions and accompanied by the requisite documents for amending the relevant governing documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and A legal opinion from Seller's counsel that (1) Seller is bound by this Agreement and (2) subject to Closing, the Xxxx of Sale and Assignment and Assumption Agreement are in a form legally sufficient to convey to Buyer the Subject Assets free and clear of all Encumbrances, except Permitted Encumbrances.
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Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall not have negotiated and closed billed November services in advance as of the Closing. Seller shall have entered into a new contract lease with Lease Corporation of America, (or a series of related contracts"LCA") for an additional 50 radios and this debt obligation will be assumed by the designBuyer along with the other four existing lease schedules in existence with LCA. With respect to such leases, construction, and monitoring of an encrypted wireless network Buyers payment obligations will begin with a financial institution at a cumulative contract value of not less than $450,000 and has received an initial down the applicable November 2006 payment of not less than $200,000 under such contract(s)obligation. Seller, Xxxx Xxxxxx XxxxxPCCare, Inc., Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and Xxx Xxxxxxxx their adult children shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to (i) encrypted the ISP segment of the fixed wireless networks broadband industry. The non-compete obligations shall not include the future and (ii) broadband wireless networkscontinued business services currently being provided by PCCare, Inc. to residential, commercial businesses, municipalities, government and quasi-governmental agencies. Notwithstanding this exception, both Xxxxx Xxxxxxxxx and PCCare, Inc. will also agree not to own or operate ISP operations designed and constructed for such entities. Additionally, the immediate family members of Xxxxx Xxxxxxxxx agree to be bound by the above conditions for a period of 3 years from the date of Closing. Seller shall also furnish to have provided the Buyer documentation of with certifications from the state and local taxing jurisdictions that all assets within Subject Assets acquired from Netzah Inc. and MoneyVue Financial, Inc., Seller will furnish to Buyer a complete listing of such transferred assets in the form of Exhibit 3, in form and substance satisfactory to Buyertaxes have been paid. Buyer shall have received from Seller all of the following: A xxxx of sale including a complete listing of assets in the form of Exhibit 1, in form and substance satisfactory to Buyer, duly executed by Seller (collectively, the "Xxxx of Sale"), conveying to Buyer the Subject Assets free and clear of all pledges, security interests, or other similar liens granted by Seller and free and clear of all other adverse claims of any kind whatsoever known by Seller (collectively, "Encumbrances"), except (i) encumbrances for taxes, the payment of which is not delinquent, (ii) materialmen's, warehousemen's, mechanic's or other Encumbrances arising by operation of law in the ordinary course of business for sums not due and which do not materially detract from the value of such assets or properties or materially impair the operation of the Business, and (iii) statutory Encumbrances incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits (collectively "Permitted Encumbrances") ); An assignment and assumption agreement in the form of Exhibit 4 2 (the "Assignment and Assumption Agreement"), duly executed by Seller; Trademark, copyright and other intellectual property assignment documents reasonably requested by Buyer to fully effectuate the transfer of the intellectual property within the Subject Assets, each duly executed by Seller; Actual or constructive physical possession of all of the Subject Assets and the Records; A certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the governing documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the contemplated transactions and the change of name contemplated by Section 1.1 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the contemplated transactions and accompanied by the requisite documents for amending the relevant governing documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and A legal opinion from Seller's counsel that (1) Seller is bound by this Agreement and (2) subject to Closing, the Xxxx of Sale and Assignment and Assumption Agreement are in a form legally sufficient to convey to Buyer the Subject Assets free and clear of all Encumbrances, except Permitted Encumbrances.
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Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall have negotiated and closed a new contract (or a series of related contracts) for the design, construction, and monitoring of an encrypted wireless network with a financial institution at a cumulative contract value of not less than $450,000 and has received an initial down payment of not less than $200,000 under such contract(s). Seller, Xxxx Xxxxxx Xxxxx, and Xxx Xxxxxxxx shall have executed and delivered, subject to Closing, a 3 year non-competition agreements limited to (i) encrypted wireless networks and (ii) broadband wireless networks. Seller shall also furnish to Buyer documentation of all assets within Subject Assets acquired from Netzah Inc. and MoneyVue Financial, Inc., Seller will furnish to Buyer a complete listing of such transferred assets provision in the form of Exhibit 3Employment Agreement between Subsidiary and Xxxxxx Xxxxxxxxx and except for providing services to benefit the Buyer, that Xxxxxx Xxxxxxxxx will agree not to compete in form and substance satisfactory to Buyerthe Internet Access industry until 3 years from the Closing. Buyer shall have received from Seller all of the following: A xxxx of sale including a complete listing of assets in the form of Exhibit 1assets, in form and substance satisfactory to Buyer, duly executed by Seller (collectively, the "Xxxx of Sale"), conveying to Buyer the Subject Assets free and clear of all pledges, security interests, or other similar liens granted by Seller and free and clear of all other adverse claims of any kind whatsoever known by Seller (collectively, "Encumbrances"), except (i) encumbrances for taxes, the payment of which is not delinquent, (ii) materialmen's, warehousemen's, mechanic's 's, lender's, lessor's, or other Encumbrances arising by operation of law in the ordinary course of business for sums not due and which do not materially detract from the value of such assets or properties or materially impair the operation of the Business, and (iii) statutory Encumbrances incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits (collectively "Permitted Encumbrances") ; An assignment and assumption agreement in the form of Exhibit 4 (the "Assignment and Assumption Agreement"), duly executed by Seller; Trademark, copyright and other intellectual property assignment documents reasonably requested by Buyer to fully effectuate the use or transfer of the intellectual property within the Subject Assets, each duly executed by Seller; Actual or constructive physical possession of all of the Subject Assets and the Records; A certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the governing documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the contemplated transactions and the change of name contemplated by Section 1.1 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the contemplated transactions and accompanied by the requisite documents for amending the relevant governing documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and A legal opinion from Seller's counsel that (1) Seller is bound by this Agreement and (2) subject to Closing, the Xxxx of Sale and Assignment and Assumption Agreement are in a form legally sufficient to convey to Buyer the Subject Assets free and clear of all Encumbrances, except Permitted Encumbrances.
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