Conditions Precedent to Seller’s and Stockholder’s Obligations. The obligations of Seller and Stockholder under this Agreement to consummate the transactions contemplated hereby at the Closing are subject to the fulfillment, at or prior to Closing, of each of the following conditions, any of which may be waived by Seller and/or Stockholder, as applicable:
Conditions Precedent to Seller’s and Stockholder’s Obligations. All obligations of Seller and Stockholders at the Closing are subject, at the option of Seller, to the fulfillment of each of the following conditions at or prior to the Closing, and ESI shall exert its best efforts to cause each such condition to be so fulfilled:
Conditions Precedent to Seller’s and Stockholder’s Obligations. The obligations of Stockholder and Seller under this Agreement shall be subject to the fulfillment of each and all of the following conditions at or before Closing, each of which is individually hereby deemed material, and any, one or more of which may be waived in writing by Seller:
Conditions Precedent to Seller’s and Stockholder’s Obligations. The obligation of Seller and Stockholders (collectively or individually, as applicable) to perform in accordance with this Agreement is contingent upon, and subject to, satisfaction of the following conditions by Buyer at or before Closing: (a) Performance by Buyer of all agreements and covenants to be performed by it at or prior to Closing; (b) Continued accuracy of the representations and warranties of Buyer, as herein contained; (c) Absence of any pending or threatened legal action against Buyer which, if successful, would prohibit or hinder consummation, or require substantial rescission of the transactions contemplated by this Agreement; (d) Delivery or tender of the following documents to Seller, at Closing, all of which shall be in form and of such substance acceptable to Seller and its counsel: (i) That portion of the purchase price as required by Section 3.2. hereof; (ii) Instruments by which Buyer assumes the Assumed Liabilities (if any); (iii) Certified copies of corporate actions taken by Buyer, and Buyer's shareholder, authorizing the transactions contemplated hereby; (iv) Certificate of good standing for Buyer dated no earlier than 10 days prior to the Closing Date; (v) Certificate signed by Buyer's President, dated the Closing Date, to the effect that the representations and warranties of Buyer contained herein are true and correct as of the Closing Date, just as if such representations and warranties had been made thereat; and (vi) Opinion of counsel for Buyer, addressed to Seller and Stockholders, dated the Closing Date, to the effect that the representations and warranties contained in Section 6.1. are true and correct, and that to the best of said counsel's knowledge, the representations and warranties contained in Subsections 6.2.2. and 6.2.3. are true and correct, subject, where appropriate, to the standard bankruptcy and equitable remedies exceptions and subject to such changes as are reasonably acceptable to Seller's counsel.
