Conditions Precedent to Obligations of Elgrande Clause Samples

Conditions Precedent to Obligations of Elgrande. The obligations of Elgrande under this Agreement are, at its option, subject to the satisfaction at the Closing on the Closing Date of the following conditions precedent: (a) The representations and warranties of Biscayne and the Biscayne Stockholders contained in this Agreement were true when made and shall continue to be true at all times after the date hereof and as of the Closing on the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing on the Closing Date, subject only to changes permitted by the provisions of this Agreement, and, further provided, that such changes will not, together with all other events prior to the Closing, result in there being a Material Adverse Effect in or to the condition, financial or otherwise, and in the results of operations of Biscayne or the Biscayne Stockholders; (b) Each of the Biscayne Stockholders shall have satisfied all the conditions and performed all the covenants and agreements on their part required by this Agreement to be satisfied and performed and shall not be in default under any of the provisions of this Agreement; (c) No litigation, proceeding, investigation or inquiry shall be pending or threatened to set aside the authorization of this Agreement, or to enjoin or prevent the consummation of the transactions contemplated hereby, or to enjoin or prevent the consummation of the transactions contemplated hereby, or involving any of the assets of Industries, which might materially and adversely affect the business or prospects of Biscayne; and (d) The Biscayne Stockholders shall have delivered to Elgrande the stock certificates evidencing the Biscayne Shares owned by each, each duly endorsed in blank.