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 billed November services in advance as of the Closing. Seller shall have entered into a new lease with Lease Corporation of America, ("LCA") for an additional 50 radios and this debt obligation will be assumed by the Buyer along with the other four existing lease schedules in existence with LCA. With respect to such leases, Buyers payment obligations will begin with the applicable November 2006 payment obligation. Seller, PCCare, Inc., Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and their adult children shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to the ISP segment of the fixed wireless broadband industry. The non-compete obligations shall not include the future and continued 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 have provided the Buyer with certifications from the state and local taxing jurisdictions that all taxes 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 2 (the "Assignment and Assumption Agreement"), 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 billed November services in advance as of the Closing. Seller shall have entered into a new lease with Lease Corporation of America, ("LCA") for an additional 50 radios and this debt obligation will be assumed by the Buyer along with the other four existing lease schedules in existence with LCA. With respect to such leases, Buyers payment obligations will begin with the applicable November 2006 payment obligation. Seller, PCCare, Inc., Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and their adult children shall have executed and delivered, subject to Closing, a 3 year non-competition agreements limited to provision in the ISP segment of the fixed wireless broadband industry. The non-compete obligations shall not include the future Employment Agreement between Subsidiary and continued business services currently being provided by PCCare, Inc. to residential, commercial businesses, municipalities, government and quasi-governmental agencies. Notwithstanding this exception, both Xxxxx Xxxxxx Xxxxxxxxx and PCCareexcept for providing services to benefit the Buyer, Inc. that Xxxxxx Xxxxxxxxx will also agree not to own or operate ISP operations designed and constructed for such entities. Additionally, compete in the immediate family members of Xxxxx Xxxxxxxxx agree to be bound by the above conditions for a period of Internet Access industry until 3 years from the date of Closing. Seller shall have provided the Buyer with certifications from the state and local taxing jurisdictions that all taxes 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 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 2 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 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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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 billed November services in advance as of the Closing. Seller shall have entered into a new lease with Lease Corporation of America, ("LCA") for an additional 50 radios and this debt obligation will be assumed by the Buyer along with the other four existing lease schedules in existence with LCA. With respect to such leases, Buyers payment obligations will begin with the applicable November 2006 payment obligation. Seller, PCCare, Inc., Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and their adult children shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to the ISP segment of the fixed wireless broadband industry. The non-compete obligations shall not include the future and continued 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 have provided the Buyer with certifications from the state and local taxing jurisdictions that all taxes 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 2 (the "Assignment and Assumption Agreement"), 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 billed November services in advance as of the Closing. Seller shall have entered into negotiated and closed a new lease with Lease Corporation contract (or a series of America, ("LCA"related contracts) for the design, construction, and monitoring of an additional 50 radios encrypted wireless network with a financial institution at a cumulative contract value of not less than $450,000 and this debt obligation will be assumed by the Buyer along with the other four existing lease schedules in existence with LCA. With respect to has received an initial down payment of not less than $200,000 under such leases, Buyers payment obligations will begin with the applicable November 2006 payment obligationcontract(s). Seller, PCCareXxxx Xxxxxx Xxxxx, Inc., Xxxxx Xxxxxxxxx, and Xxx Xxxxxxxxx and their adult children Xxxxxxxx shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to the ISP segment of the fixed (i) encrypted wireless networks and (ii) broadband industry. The non-compete obligations shall not include the future and continued 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 Closingwireless networks. Seller shall have provided 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 Buyer with certifications from the state form of Exhibit 3, in form and local taxing jurisdictions that all taxes have been paidsubstance 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 2 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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