Common use of Conditions Precedent to the Obligations of Purchaser Hereunder Clause in Contracts

Conditions Precedent to the Obligations of Purchaser Hereunder. All obligations of Purchaser hereunder with respect to the purchase of the Shares are subject to the fulfillment, to the satisfaction of Purchaser and its legal counsel prior to or at the Closing, of each of the following conditions, except to the extent that Purchaser may waive any one or more thereof as permitted by applicable law: (a) each of the representations and warranties of Seller contained in Article V hereof, the Schedules hereto and in all certificates and other documents delivered or to be delivered by Seller or the Company pursuant hereto or in connection with the transactions contemplated hereby, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true, complete and accurate and correct in all material respects as of the date when made and at the Closing Date (or, if given as of a specific date, as of such date); (b) the Company and Seller shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by each of them on or prior to the Closing; (c) no Legal Proceeding by any Governmental Authority or other Person shall have been instituted or threatened that seeks to restrain, enjoin, prevent the consummation or otherwise affect the transactions contemplated by this Agreement or which questions the validity or legality of the transactions contemplated hereby or the ability of Seller to transfer the Shares hereunder to Purchaser; (d) Seller shall have delivered to Purchaser, or shall have caused to be delivered to Purchaser, each of the items required to be delivered to Purchaser in accordance with Section 3.02 hereof; (e) there shall not have occurred any Material Adverse Effect since the date hereof; (f) the Regulatory Approvals shall have been obtained and/or made; (g) the transactions contemplated by the TSI Agreement shall have been consummated in accordance with the terms thereof; (h) at the Closing Date (and immediately prior to the Closing), the Company shall have on its balance sheet (which shall be evidenced to Purchaser to its reasonable satisfaction) at least $100,000 in cash or cash equivalents, at least $62,407 in total property and equipment (based on the historical cost thereof), and no less than $(555,171) in net working capital (exclusive of $132,000 in deferred revenue), as described and set forth in Schedule 7.01(h); and (i) Purchaser shall have received the resignations of each of the directors and officers of the Company in office immediately prior to the Closing.

Conditions Precedent to the Obligations of Purchaser Hereunder. All obligations of Purchaser hereunder with respect to the purchase of the Shares are subject to the fulfillment, to the satisfaction of Purchaser and its legal counsel prior to or at the Closing, of each of the following conditions, except to the extent that Purchaser may waive any one or more thereof as permitted by applicable law: (a) : each of the representations and warranties of Seller contained in Article V hereof, the Schedules hereto and in all certificates and other documents delivered or to be delivered by Seller or the Company pursuant hereto or in connection with the transactions contemplated hereby, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true, complete and accurate and correct in all material respects as of the date when made and at the Closing Date (or, if given as of a specific date, as of such date); (b) ; the Company and Seller shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by each of them on or prior to the Closing; (c) ; no Legal Proceeding by any Governmental Authority or other Person shall have been instituted or threatened that seeks to restrain, enjoin, prevent the consummation or otherwise affect the transactions contemplated by this Agreement or which questions the validity or legality of the transactions contemplated hereby or the ability of Seller to transfer the Shares hereunder to Purchaser; (d) ; Seller shall have delivered to Purchaser, or shall have caused to be delivered to Purchaser, each of the items required to be delivered to Purchaser in accordance with Section 3.02 hereof; (e) ; there shall not have occurred any Material Adverse Effect since the date hereof; (f) ; the Regulatory Approvals shall have been obtained and/or made; (g) ; the transactions contemplated by the TSI Agreement shall have been consummated in accordance with the terms thereof; (h) ; at the Closing Date (and immediately prior to the Closing), the Company shall have on its balance sheet (which shall be evidenced to Purchaser to its reasonable satisfaction) at least $100,000 in cash or cash equivalents, at least $62,407 in total property and equipment (based on the historical cost thereof), and no less than $(555,171) in net working capital (exclusive of $132,000 in deferred revenue), as described and set forth in Schedule 7.01(h); and (i) and Purchaser shall have received the resignations of each of the directors and officers of the Company in office immediately prior to the Closing.

Conditions Precedent to the Obligations of Purchaser Hereunder. All obligations of Purchaser hereunder with respect to the purchase and sale of the Shares are subject to the fulfillment, fulfillment to the satisfaction of Purchaser and its legal counsel counsel, prior to or at the Closing, of each of the following conditions, except to the extent that Purchaser may waive any one or more thereof as permitted by applicable lawthereof: (a) each of the The representations and warranties of Seller contained in Article V hereof, the Schedules hereto and in all certificates and other documents delivered or to be delivered by the Seller or the Company pursuant hereto or in connection with the transactions contemplated hereby, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, hereby shall be true, complete and accurate and correct in all material respects as of the date when made and at and as of the Closing Date (oras though such representations and warranties were made at and as of such date, if given except for representations and warranties that speak as of a specific datedate or time, which need only be true and correct as of such date);date or time. (b) the Company and The Seller shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by each of them it on or prior to the Closing;. (c) no Legal Proceeding No suit, action, investigation, inquiry or other proceeding by any Governmental Authority governmental body or other Person or legal or administrative proceeding shall have been instituted or, to the knowledge of the Seller or threatened that the Company, threatened, which seeks to restrain, enjoin, prevent the consummation or otherwise affect restrict the transactions contemplated by this Agreement or which questions the validity or legality of the transactions contemplated hereby or the ability of Seller to transfer the Shares hereunder to Purchaser;hereby. (d) From the date of this Agreement to the Closing Date, the Business shall not have suffered any Material Adverse Effect. (e) The Seller shall have received in writing any and all consents, approvals, authorizations, exemptions or waivers set forth on Schedule 5.06 hereto. (f) Any applicable waiting periods under the HSR Act shall have expired or been terminated. (g) The Seller shall have delivered to Purchaser, or shall have caused cause to be delivered to Purchaser, each of the other items required to be delivered to Purchaser in accordance with Section 3.02 hereof; (e) there shall not have occurred any Material Adverse Effect since the date hereof; (f) the Regulatory Approvals shall have been obtained and/or made; (g) the transactions contemplated by the TSI Agreement shall have been consummated in accordance with the terms thereof;. (h) at the Closing Date (and immediately prior to the Closing), the Company The Seller shall have on its balance sheet (which shall be evidenced furnished Purchaser with such certificates to Purchaser to its reasonable satisfaction) at least $100,000 in cash or cash equivalents, at least $62,407 in total property and equipment (based on evidence compliance with the historical cost thereof), and no less than $(555,171) in net working capital (exclusive of $132,000 in deferred revenue), as described and conditions set forth in Schedule 7.01(h); and (i) this Section 7.01 as may reasonably be requested by Purchaser shall have received the resignations of each of the directors and officers of the Company in office immediately prior to the Closingor its legal counsel.

Conditions Precedent to the Obligations of Purchaser Hereunder. All obligations of Purchaser hereunder with respect to the purchase of the Shares are subject to the fulfillment, to the satisfaction of Purchaser and its legal counsel prior to or at the Closing, of each of the following conditions, except to the extent that Purchaser may waive any one or more thereof as permitted by applicable law: (a) : each of the representations and warranties of Seller contained in Article V hereof, the Schedules hereto and in all certificates and other documents delivered or to be delivered by Seller or the Company pursuant hereto or in connection with the transactions contemplated hereby, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true, complete and accurate and correct in all material respects as of the date when made and at the Closing Date (or, if given as of a specific date, as of such date); (b) ; the Company and Seller shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by each of them on or prior to the Closing; (c) ; no Legal Proceeding by any Governmental Authority or other Person shall have been instituted or threatened that seeks to restrain, enjoin, prevent the consummation or otherwise affect the transactions contemplated by this Agreement or which questions the validity or legality of the transactions contemplated hereby or the ability of Seller to transfer the Shares hereunder to Purchaser; (d) ; Seller shall have delivered to Purchaser, or shall have caused to be delivered to Purchaser, each of the items required to be delivered to Purchaser in accordance with Section 3.02 hereof; (e) ; there shall not have occurred any Material Adverse Effect since the date hereof; (f) ; the Regulatory Approvals shall have been obtained and/or made; (g) ; the transactions contemplated by the TSI NRTC Agreement shall have been consummated in accordance with the terms thereof; (h) ; at the Closing Date (and immediately prior to the Closing), the Company shall have on its balance sheet (which shall be evidenced to Purchaser to its reasonable satisfaction) at least $100,000 50,000 in cash or cash equivalents, at least $62,407 in total property and equipment (based on the historical cost thereof), equivalents and no less than $(555,1719,445) in net working capital (exclusive of $132,000 54,000 in deferred revenue), as described and set forth in Schedule 7.01(h); and (i) and Purchaser shall have received the resignations of each of the directors and officers of the Company in office immediately prior to the Closing.

Conditions Precedent to the Obligations of Purchaser Hereunder. All obligations of Purchaser hereunder with respect to the purchase of the Shares are subject to the fulfillment, to the satisfaction of Purchaser and its legal counsel prior to or at the Closing, of each of the following conditions, except to the extent that Purchaser may waive any one or more thereof as permitted by applicable law: (a) each of the representations and warranties of Seller contained in Article V hereof, the Schedules hereto and in all certificates and other documents delivered or to be delivered by Seller or the Company pursuant hereto or in connection with the transactions contemplated hereby, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true, complete and accurate and correct in all material respects as of the date when made and at the Closing Date (or, if given as of a specific date, as of such date); (b) the Company and Seller shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by each of them on or prior to the Closing; (c) no Legal Proceeding by any Governmental Authority or other Person shall have been instituted or threatened that seeks to restrain, enjoin, prevent the consummation or otherwise affect the transactions contemplated by this Agreement or which questions the validity or legality of the transactions contemplated hereby or the ability of Seller to transfer the Shares hereunder to Purchaser; (d) Seller shall have delivered to Purchaser, or shall have caused to be delivered to Purchaser, each of the items required to be delivered to Purchaser in accordance with Section 3.02 hereof; (e) there shall not have occurred any Material Adverse Effect since the date hereof; (f) the Regulatory Approvals shall have been obtained and/or made; (g) the transactions contemplated by the TSI NRTC Agreement shall have been consummated in accordance with the terms thereof; (h) at the Closing Date (and immediately prior to the Closing), the Company shall have on its balance sheet (which shall be evidenced to Purchaser to its reasonable satisfaction) at least $100,000 50,000 in cash or cash equivalents, at least $62,407 in total property and equipment (based on the historical cost thereof), equivalents and no less than $(555,1719,445) in net working capital (exclusive of $132,000 54,000 in deferred revenue), as described and set forth in Schedule 7.01(h); and (i) Purchaser shall have received the resignations of each of the directors and officers of the Company in office immediately prior to the Closing.