Conditions Precedent to the Obligations of Rineon Clause Samples

Conditions Precedent to the Obligations of Rineon. All obligations of Rineon under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions (any one of which may be waived at Closing by Rineon): (a) The representations and warranties by Intigy contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time; (b) Intigy shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing; (c) On the Closing Date, Intigy shall have delivered to Rineon a certificate, duly executed by such Person and certifying, that to the best of such Person’s knowledge and belief, the representations and warranties of Intigy set forth in this Agreement are true and correct in all material respects. (d) Intigy shall have paid to Rineon the $36,000,000 Purchase Price for the 36,000 shares of Series A Preferred Stock pursuant to the terms and conditions of this Agreement.