Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. Consummation of the Transfer by the Stockholders of the Acquired Stock to SearchHelp is subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of SearchHelp contained in Article II hereof (with specific reference, inclusive of the SearchHelp Disclosure Schedule) shall be true and correct as of the Agreement Date and shall be true and correct in all material respects at and as of the Closing Date as if made on the Closing Date; (b) SearchHelp shall have complied in all material respects with all obligations, agreements and covenants required to be performed by them or it hereunder prior to or on the Closing Date of the Transaction, including all covenants and agreements on their part to be performed, as set forth in Article IV above; (c) SearchHelp shall have made the deliveries required to be made in Section 1.7 above; (d) SearchHelp shall have performed in full the SearchHelp Financing Obligations, or shall have otherwise satisfied O'Connor, as representative of the Stockholders (the "Stockholders' Xxxxxsentative") that SearchHelp shall be able to satisfy the SearchHelp Financing Obligations within a reasonable time following the Closing Date; and (e) There shall not have occurred any SearchHelp Material Adverse Effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. Consummation of The Stockholders obligations to consummate the Transfer by the Stockholders of the Acquired Stock to SearchHelp is transactions under this agreement are subject to the fulfillment on or fulfillment, prior to or at the Closing Date closing, of each of the following conditions:conditions (any or all of which may be waived by the Stockholders): (a) The all representations and warranties of SearchHelp contained in Article II hereof (with specific reference, inclusive of the SearchHelp Disclosure Schedule) shall be true XXXX and correct as of the Agreement Date and TOIC shall be true and correct in all every material respects respect as of the time of the closing, with the same effect as though those representations and warranties had been made again at and as of the Closing Date as if made on the Closing Datethat time; (b) SearchHelp XXXX and TOIC shall have performed and complied in all material respects with all obligations, agreements obligations and covenants required by this agreement to be performed or complied with by them or it hereunder prior to or on at the Closing Date of the Transaction, including all covenants and agreements on their part to be performed, as set forth in Article IV aboveclosing; (c) SearchHelp the Stockholders shall have made been furnished with a certificate (dated the deliveries required Closing Date and in form and substance reasonably satisfactory to be made the Stockholders) executed by an officer of XXXX, certifying to the fulfillment of the conditions specified in Section 1.7 abovesections 8.2(a) and 8.2(b); (d) SearchHelp the transactions contemplated by each Affiliate Acquisition Agreement shall be consummated at the closing; (e) the Stockholders shall have performed been furnished with an opinion of Xxxxx X. Xxxxx, Esq., general counsel to XXXX, in full the SearchHelp Financing Obligations, form of exhibit X; (f) there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the transactions pursuant to this agreement; (g) XXXX or TISI shall have otherwise satisfied O'Connorduly executed and delivered to the Stockholders or the Company, as representative of the Stockholders case may be, the agreements referred to in section 8.1(h); (h) the "Stockholders' Xxxxxsentative"conditions set forth in sections 8.1(i) that SearchHelp and 8.1(j) shall be able to satisfy the SearchHelp Financing Obligations within a reasonable time following the Closing Datefulfilled; and (ei) There shall not the other transactions set forth on schedule 7.11 have occurred any SearchHelp Material Adverse Effectbeen completed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. Consummation of the Transfer Exchange by the Stockholders of the Acquired Stock to SearchHelp Xxxxx is subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of SearchHelp Xxxxx contained in Article II hereof (with specific reference, inclusive of the SearchHelp Xxxxx Disclosure Schedule) shall be true and correct as of the Agreement Date and shall be true and correct in all material respects at and as of the Closing Date as if made on the Closing Date; (b) SearchHelp Xxxxx shall have complied in all material respects with all obligations, agreements and covenants required to be performed by them or it hereunder prior to or on the Closing Date of the Transaction, including all covenants and agreements on their part to be performed, as set forth in Article IV above; (c) SearchHelp Xxxxx shall have made the deliveries required to be made in Section 1.7 1.5 above; (d) SearchHelp Xxxxx shall have performed in full closed the SearchHelp Financing Obligations, or shall have otherwise satisfied O'Connor, as representative of the Stockholders (the "Stockholders' Xxxxxsentative") that SearchHelp shall be able to satisfy the SearchHelp Xxxxx Financing Obligations within a reasonable time following or arranged financing from other sources on terms satisfactory to Xxxxx and the Closing Date; andStockholders; (e) There shall not have occurred since September 30, 2005, any SearchHelp event giving rise to a Xxxxx Material Adverse Effect; (f) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (g) The Stockholders and the Corporations shall have delivered to Xxxxx a certificate to the effect that each of the conditions specified above in Section 5.2 (a) and (b) are satisfied in all respects; (h) Xxxxx shall have received an opinion from counsel to the Stockholders and Corporations in form and substance reasonably satisfactory to Xxxxx as to such matters as the Stockholders may reasonably request; and (i) All actions to be taken by Xxxxx in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Stockholders.