Conditions to Buyer s Obligations Regarding Supplemental -------------------------------------------------------- Conveyances. The obligations of Buyer to purchase any Receivables created under ----------- any Additional Accounts shall be subject to the satisfaction of the following conditions:
(a) All representations and warranties of the RPA Sellers contained in this Agreement shall be true and correct on the Addition Date with the same effect as though such representations and warranties had been made on such date;
(b) All information concerning the Additional Accounts provided or to be provided to Buyer shall be true and correct in all material respects as of the Addition Date with respect to Additional Accounts added pursuant to Section ------- 2.2
(a) and as of the fifth Business Day after the first day of the calendar ------ month occurring after any Addition Date arising under Section 2.2(c); --------------
(c) On or before each Addition Date with respect to Additional Accounts added pursuant to Section 2.2(a) and on or before the fifth Business Day after -------------- the first day of the Monthly Period occurring after any Addition Date arising under Section 2.2(c): (i) FCNB shall have indicated or caused to be indicated in -------------- the computer files of the Receivables that Receivables created in respect of the Additional Accounts have been sold to Buyer in accordance with this Agreement and transferred to the Issuer pursuant to the Transfer and Servicing Agreement for the benefit of the Noteholders; (ii) FCNB shall have delivered or caused to be delivered to Buyer (or to the Owner Trustee, if so directed by Buyer) a computer file or microfiche list containing a true and correct list of all such Additional Accounts, identified by account number and by the Receivable balance as of the Addition Date for Additional Accounts added pursuant to Section 2.2(a) -------------- or as of such fifth Business Day of a Monthly Period with respect to Additional Accounts added pursuant to Section 2.2(c); and (iii) the RPA Seller shall have -------------- substantially performed all other obligations required to be performed by the provisions of this Agreement;
(d) The appropriate RPA Seller or RPA Sellers shall have executed and delivered a Supplemental Conveyance in conform with the requirement of Section ------- 2.2; and ---
(e) Each RPA Seller shall have recorded and filed, at its expense, any financing statement with respect to the Receivables in such Additional Accounts...
Conditions to Buyer s Obligations --------------------------------- The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Conditions to Buyer s Obligation to Close ----------------------------------------- Buyer's obligation to consummate the Stock Purchase shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions:
Conditions to Buyer s Obligations at the Closing. The Buyer's obligations to effect the Closing are conditioned upon the fulfillment by the Sellers and the Company (as applicable) or waiver by the Buyer of each of the following events as of the Closing Date:
6.2.1 the representations and warranties of each Seller and the Company shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all respects as of that particular date);
6.2.2 each Seller and the Company shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Seller and the Company on or before the Closing, including the requirements of Article 5 of this Agreement, and the payment of all transactional fees payable by Seller under Section 2.6 and Section 3.4;
6.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby;
6.2.4 Buyer shall have received from the Company's accountant a letter, dated the Closing Date, that on the basis of the limited review, not an audit, of the latest available accounting records of Company, consultations with Company and its agents, and other pertinent inquiries that he may deem necessary, it has no reason to believe that, during the period from August 1, 2005 to a specified date not more than five business days before the Closing Date, there was any change in the financial condition or results of operations of Company, except changes incurred in the ordinary and usual course of business during that period, that in the aggregate is not materially adverse, and other changes or transactions, if any, contemplated by this Agreement, and that the prior work product of the Company's accountant is valid and may be relied upon by Buyer's accountant for purposes of drafting the Form 10-KSB for fiscal year ending October 31, 2005;
6.2.5 Buyer shall have received copies of resignations of each of the directors and officers of the Company which have been accepted by the Company and Buyer's designees shall have been appointed as directors and officers of the Company.
Conditions to Buyer s Obligations 6.1 Representations, Warranties and Covenants of Seller and the Company 6.2 Further Action 6.3 No Governmental or Other Proceeding 6.4 Opinion of Seller's Counsel 6.5 Delivery of Company Shares 6.6 Resignations 6.7 Certificates 6.8 Escrow Agreement 6.9 Sale of i5ive Capital Stock 6.10 Exercise and Cancellation of Outstanding Stock Options 6.11 Roy Group First Refusal Agreement
Conditions to Buyer. S OBLIGATION TO CLOSE..................................43 7.1 Representations, Warranties and Covenants of Shareholders..................43 7.2 Filings; Consents; Waiting Periods.........................................43 7.3
Conditions to Buyer. The Seller shall provide Buyer with a copy of any material communication or notice related to the Seller's Insurance within ten (10) Business Days of the Seller's receipt or issuance thereof.
Conditions to Buyer. PAGE 25 SECTION 7.01.
Conditions to Buyer s Obligation to Close ----------------------------------------- The obligation of Buyer to close hereunder shall be subject to the satisfaction of the following conditions prior to or at the Closing, unless waived by Xxxxx in writing:
Conditions to Buyer. S AND PARENT'S OBLIGATIONS
7.1. Representations and Warranties of Seller True.......................... 25 7.2. Performance by Seller.................................................. 25 7.3. Certificates........................................................... 25 7.4. No Injunction or Proceeding............................................ 26 7.5.
