Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF MATRIX Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF MATRIX. (a) Avtel's representations and warranties contained herein shall be true in all material respects on and as of the date of this Agreement and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date with the same force and effect as though made by Avtel on and as of the Closing Date. (b) Avtel shall, in all material respects, have performed all obligations and agreements and complied with all covenants contained in this Agreement, to be performed and complied with by it on or prior to the Closing Date; and Avtel shall have delivered to Matrix a certificate, dated as of the Closing Date, certifying as to its compliance with Section 15(a) and Section 15(b). (c) The Registration Rights Agreement shall have been executed by the Avtel and delivered to Matrix. (d) The shareholders of Avtel shall have approved this Agreement and the transactions contemplated hereby. (e) Any and all governmental and other consents required in connection with this Agreement shall have been obtained. (f) Each Stockholder shall have executed an Exchange Statement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF MATRIX. (a) Avtel's representations and warranties contained herein shall be true in all material respects on and as of the date of this Agreement and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date with the same force and effect as though made by Avtel on and as of the Closing Date. (b) Avtel shall, in all material respects, have performed all obligations and agreements and complied with all covenants contained in this Agreement, to be performed and complied with by it on or prior to the Closing Date; and Avtel shall have delivered to Matrix a certificate, dated as of the Closing Date, certifying as to its compliance with Section 15(a) and Section 15(b).. ------------- ------------- (c) The Registration Rights Agreement shall have been executed by the Avtel and delivered to Matrix. (d) The shareholders of Avtel shall have approved this Agreement and the transactions contemplated hereby. (e) Any and all governmental and other consents required in connection with this Agreement shall have been obtained. (f) Each Stockholder shall have executed an Exchange Statement.