Common use of Conditions to Buyer's Closing Clause in Contracts

Conditions to Buyer's Closing. Buyer's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of Buyer and may be waived in writing by Buyer, without notice, liability or obligation to any Person): (i) The representations and warranties of Seller set forth in Section 3 above, and each of these representations and warranties (considered individually), were true and correct in all material respects as of the Agreement Date and shall be true and correct in all material respects as of the Closing Date, except in the case of such representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date; (ii) Seller shall have duly performed and complied with all of its covenants and obligations hereunder and in the Ancillary Agreements required to be performed on or prior to Closing in all material respects; (iii) Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in Sections 6(b)(i)-(ii) is satisfied in all respects; (iv) Buyer shall have received each of the closing deliveries of Seller set forth in Section 2(e), executed on behalf of Seller by a duly authorized officer of Seller; (v) Customers of the Division Business representing at least ninety-five (95%) of the revenue of the Division Business in the two (2) year period preceding the Agreement Date (who remain customers of the Division Business) and customers constituting ninety-five (95%) in number of the customers of the Division Business as of the Agreement Date have consented to the assignment or transfer of their contract to Buyer (except to the extent such contract is assignable or transferable without consent); (vi) Seller will have obtained and delivered to Buyer all consents, waivers and approvals from governmental entities and third parties necessary on the part of the Seller to effect the assignment and transfer to Buyer of the Acquired Assets free and clear of all Liens, to effect the Subleases and to effect the assignment to Buyer of the Assigned Agreements; (vii) Seller shall have conducted the Division Business after the Agreement Date in the ordinary course of business, except for actions expressly permitted by this Agreement or such further matters as may be consented to in writing by Buyer; (viii) At least eighty percent (80%) of the Division Employees and Division Contractors and each of the Key Employees, (A) in the case of the Division US Employees, who are offered employment on terms providing for an annual total compensation package at least equal to the current annual total target compensation package provided by the Seller (exclusive of the value of any options that may have been granted to any such Division Employees) shall have accepted Buyer's offers of employment in a writing signed by them; or (B) in the case of the Division UK Employees who transfer pursuant to TUPE, shall have agreed in writing to transfer to Buyer; (ix) Buyer's financier is satisfied with the outcome following completion of the audit/targeted review (as the case may be) as referred to in Subsection 5(b); (x) No suit, claim, cause of action, arbitration, investigation or other proceeding contesting, challenging or seeking to alter or enjoin or adversely affect the sale and purchase of the Acquired Assets or any other transaction contemplated hereby will be pending or threatened; (xi) Buyer has obtained all necessary approvals in relation to all transactions contemplated by this Agreement or any document required to be executed under this Agreement, including the passing, if applicable, at a general meeting of the Buyer all necessary resolutions required by the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth), the ASX Listing Rules or the constitution of the Buyer, provided Buyer has used its best efforts to obtain such approvals and the necessary resolutions; (xii) Buyer's financiers agreeing in writing on terms acceptable to the Buyer in its sole discretion, to provide the funds required by Buyer to enable Buyer to complete this Agreement (provided Buyer has used its best efforts to obtain the funds on terms acceptable to Buyer) and the Asset Purchase and any conditions to finance being satisfied to the satisfaction of the Buyer's financiers; and (xiii) Seller shall have discharged the Seller Indebtedness to the Buyer in full in Immediately Available Funds.

Conditions to Buyer's Closing. The continued accuracy in all material respects of the representations and warranties set forth in §3.01 above shall be a condition precedent to the Buyer's ’s obligation to consummate close hereunder. If any representation or warranty set forth in §3.01 above shall not be correct in any material respect at or before closing, Buyer may, as its sole remedy on account thereof, terminate this Agreement and receive a return of its Deposit, in which event the transactions parties shall have no further liability hereunder (except as may be expressly provided herein upon termination). Absent any such termination, upon closing hereunder the covenants, representations and warranties set forth in §3.01 above shall be deemed remade as of the date of closing hereunder and shall survive the closing for a period of nine (9) months only (such period, the “Survival Period”). However, notwithstanding anything to the contrary herein, to the extent that any documents or information regarding the Seller or the Property are disclosed to Buyer prior to closing, and Buyer nevertheless closes on purchase of the Property, Buyer shall be performed by it deemed to have accepted and to have waived any objection to or claim based on such documents or information. Furthermore, except with respect to any covenants, representations or warranties which are intended to survive closing hereunder, any and all covenants, representations and warranties contained in connection with this Agreement shall merge in the Closing is deed delivered at closing and shall not survive closing hereunder. Buyer’s obligation to close hereunder shall be subject to satisfaction of the following conditions additional condition precedent that Seller must obtain and deliver to Buyer at least 3 days prior to closing estoppel certificates, substantially in the form attached as Schedule 3.02 hereto, as executed by: (it being understood that each such condition is solely for y) Shell Vacations; and (z) tenants under the benefit of Buyer and may be waived in writing by Buyer, without notice, liability or obligation to any Person): Leases (i) The representations and warranties of Seller set forth in Section 3 above, and each of these representations and warranties (considered individually), were true and correct in all material respects as inclusive of the Agreement Date Shell Vacations Lease and shall be true and correct in all material respects as of the Closing Date, except in the case of such representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date; (iiestoppel) Seller shall have duly performed and complied with all of its covenants and obligations hereunder and in the Ancillary Agreements required to be performed on or prior to Closing in all material respects; (iii) Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in Sections 6(b)(i)-(ii) is satisfied in all respects; (iv) Buyer shall have received each of the closing deliveries of Seller set forth in Section 2(e), executed on behalf of Seller by a duly authorized officer of Seller; (v) Customers of the Division Business representing occupying at least ninetyseventy-five percent (9575%) of the revenue of the Division Business total occupied space in the two (2) year period Property. If the condition precedent set forth in the immediately preceding sentence is not timely satisfied, Buyer may, as its sole remedy on account thereof, terminate this Agreement and receive a return of its Deposit, in which event the Agreement Date (who remain customers of the Division Business) and customers constituting ninety-five (95%) in number of the customers of the Division Business as of the Agreement Date parties shall have consented to the assignment or transfer of their contract to Buyer no further liability hereunder (except to the extent such contract is assignable or transferable without consent); (vi) Seller will have obtained and delivered to Buyer all consents, waivers and approvals from governmental entities and third parties necessary on the part of the Seller to effect the assignment and transfer to Buyer of the Acquired Assets free and clear of all Liens, to effect the Subleases and to effect the assignment to Buyer of the Assigned Agreements; (vii) Seller shall have conducted the Division Business after the Agreement Date in the ordinary course of business, except for actions expressly permitted by this Agreement or such further matters as may be consented to expressly provided herein upon termination). In addition, the conditions in writing by Buyer; (viii) At least eighty percent (80%) of the Division Employees and Division Contractors and each of the Key Employees, (A) in the case of the Division US Employees, who are offered employment on terms providing for an annual total compensation package at least equal to the current annual total target compensation package provided by the Seller (exclusive of the value of any options that may have been granted to any such Division Employees) Schedule 2.04 shall have accepted Buyer's offers of employment in be a writing signed by them; or (B) in the case of the Division UK Employees who transfer pursuant to TUPE, shall have agreed in writing to transfer condition to Buyer; (ix) Buyer's financier is satisfied with the outcome following completion of the audit/targeted review (as the case may be) as referred to in Subsection 5(b); (x) No suit, claim, cause of action, arbitration, investigation or other proceeding contesting, challenging or seeking to alter or enjoin or adversely affect the sale and purchase of the Acquired Assets or any other transaction contemplated hereby will be pending or threatened; (xi) Buyer has obtained all necessary approvals in relation to all transactions contemplated by this Agreement or any document required to be executed under this Agreement, including the passing, if applicable, at a general meeting of the Buyer all necessary resolutions required by the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth), the ASX Listing Rules or the constitution of the Buyer, provided Buyer has used its best efforts to obtain such approvals and the necessary resolutions; (xii) Buyer's financiers agreeing in writing on terms acceptable to the Buyer in its sole discretion, to provide the funds required by Buyer to enable Buyer to complete this Agreement (provided Buyer has used its best efforts to obtain the funds on terms acceptable to Buyer) and the Asset Purchase and any conditions to finance being satisfied to the satisfaction of the Buyer's financiers; and (xiii) Seller shall have discharged the Seller Indebtedness to the Buyer in full in Immediately Available Funds’s closing.

Conditions to Buyer's Closing. Buyer's obligation Each of BUYERS obligations to consummate purchase the transactions Purchased Stock and to be performed by it in connection with transfer and deliver the AJOL Stock under this Agreement are subject to the occurrence and fulfillment prior to the Closing is subject to satisfaction Date of each of the following conditions (it being understood that each such condition is solely for conditions: 3.1.1. No unusual or extraordinary events shall have occurred prior to the benefit Closing Date which would materially and adversely affect the value of Buyer and may be waived in writing by Buyer, without notice, liability either the Purchased Stock or obligation to any Person):the AJOL Stock. (i) The 3.1.2. All representations and warranties of Seller set forth DSI contained in Section 3 above, and each Article V of these representations and warranties (considered individually), were true and correct in all material respects as of the this Agreement Date and shall be true and correct in all material respects as of the Closing Date, except in the case of such representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of the Closing Date. 3.1.3. DSI shall deliver to BUYERS copies of DSI's audited financial statements as of and for the years ended September 30,1999,2000, and 2001. Such EXHIBIT 2.0 financial statements shall be audited by a certified public accountant reasonably acceptable to BUYERS, and shall reflect total liabilities of DSI of less than or equal to Fifty Thousand dollars ($50,000). 3.1.4. DSI shall (1) have completed a reverse stock split in a ratio of one (1) share for seven (7) pursuant to which DSI shall agree to purchase all fractional shares thereby resulting, and (2) have resolved any and all dissenters' rights claims of the Pre- Transaction Shareholders; provided however, that AJOL shall either (i) provide any necessary funding to satisfy any such date; dissenters' rights claims and agree to provide the purchase price for all such fractional shares, or (ii) Seller notify DSI that no closing shall have duly performed and complied with all of its covenants and obligations hereunder and in the Ancillary Agreements required occur. The purchase price for each such fractional share to be performed on or prior paid to Closing in all material respects; (iii) Seller each fractional share owner as a result of such reverse stock split shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in Sections 6(b)(i)-(ii) is satisfied in all respects; (iv) Buyer shall have received each of the closing deliveries of Seller set forth in Section 2(e), executed on behalf of Seller by a duly authorized officer of Seller; (v) Customers of the Division Business representing at least ninety-five (95%) of the revenue of the Division Business in the two (2) year period preceding the Agreement Date (who remain customers of the Division Business) and customers constituting ninety-five (95%) in number of the customers of the Division Business as of the Agreement Date have consented to the assignment or transfer of their contract to Buyer (except to the extent such contract is assignable or transferable without consent); (vi) Seller will have obtained and delivered to Buyer all consents, waivers and approvals from governmental entities and third parties necessary on the part of the Seller to effect the assignment and transfer to Buyer of the Acquired Assets free and clear of all Liens, to effect the Subleases and to effect the assignment to Buyer of the Assigned Agreements; (vii) Seller shall have conducted the Division Business after the Agreement Date in the ordinary course of business, except for actions expressly permitted by this Agreement or such further matters as may be consented to in writing by Buyer; (viii) At least eighty percent (80%) of the Division Employees and Division Contractors and each of the Key Employees, (A) in the case of the Division US Employees, who are offered employment on terms providing for an annual total compensation package at least equal to the current annual total target compensation package fraction of the share owned by such shareholder multiplied by the actual opening bid price of the DSI shares upon such shares becoming listed on the NASD OTC Bulletin Board. Such purchase price shall be provided by AJOL as soon as reasonably possible upon the Seller (exclusive of DSI shares being so listed on the value of any options that may have been granted to any such Division Employees) NASD OTC Bulletin Board. 3.1.5. BUYERS shall have accepted Buyer's offers completed all due diligence procedures which they reasonably deem necessary to evaluate the feasibility of employment in DSI as a writing signed by them; or (B) publicly held company through which AJOL could achieve access to the capital markets in the case of the Division UK Employees who transfer pursuant to TUPE, shall have agreed in writing to transfer to Buyer; (ix) Buyer's financier is satisfied with the outcome following completion of the audit/targeted review (as the case may be) as referred to in Subsection 5(b); (x) No suit, claim, cause of action, arbitration, investigation or other proceeding contesting, challenging or seeking to alter or enjoin or adversely affect the sale and purchase of the Acquired Assets or any other transaction contemplated hereby will be pending or threatened; (xi) Buyer has obtained all necessary approvals in relation to all transactions contemplated by this Agreement or any document required to be executed under this Agreement, including the passing, if applicable, at a general meeting of the Buyer all necessary resolutions required by the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth), the ASX Listing Rules or the constitution of the Buyer, provided Buyer has used its best efforts to obtain such approvals and the necessary resolutions; (xii) Buyer's financiers agreeing in writing on terms acceptable to the Buyer in its sole discretion, to provide the funds required by Buyer to enable Buyer to complete this Agreement (provided Buyer has used its best efforts to obtain the funds on terms acceptable to Buyer) and the Asset Purchase and any conditions to finance being satisfied to the satisfaction of the Buyer's financiers; and (xiii) Seller shall have discharged the Seller Indebtedness to the Buyer in full in Immediately Available FundsUnited States.

Conditions to Buyer's Closing. The (i) continued accuracy in all material respects of the representations and warranties set forth in Section 3.01 above, and (ii) the commitment by the Title Company, upon payment by Buyer of the premium therefore, to issue to Buyer a title insurance policy in the form called for by the Title Commitment, subject, however, to all matters to which the deed is subject in accordance with Section 5.02(a), shall be a condition precedent to the Buyer's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of Buyer and may be waived in writing by Buyer, without notice, liability close hereunder. If any representation or obligation to any Person): (i) The representations and warranties of Seller warranty set forth in Section 3 above3.01 above shall not be correct in any material respect at or before closing, as may be determined by the certificate delivered from Seller to Buyer at closing as described in Section 5.02 or otherwise, or if the Title Company fails upon closing and each payment of these its premium to commit to issue a title policy to Buyer as above provided, Buyer may, as its sole remedy on account thereof, terminate this Agreement and receive a return of its Deposit, in which event the parties shall have no further liability hereunder (except for the Continuing Obligations). Absent any such termination, upon closing hereunder the covenants, representations and warranties (considered individually), were true and correct in all material respects as of the Agreement Date and shall be true and correct in all material respects as of the Closing Date, except in the case of such representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date; (ii) Seller shall have duly performed and complied with all of its covenants and obligations hereunder and in the Ancillary Agreements required to be performed on or prior to Closing in all material respects; (iii) Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in Sections 6(b)(i)-(ii) is satisfied in all respects; (iv) Buyer shall have received each of the closing deliveries of Seller set forth in Section 2(e)3.01 above, executed on behalf of as modified by the certificate delivered from Seller by a duly authorized officer of Seller; (v) Customers of the Division Business representing to Buyer at least ninety-five (95%) of the revenue of the Division Business closing as described in the two (2) year period preceding the Agreement Date (who remain customers of the Division Business) and customers constituting ninety-five (95%) in number of the customers of the Division Business Section 5.02, shall be deemed remade as of the Agreement Date have consented date of closing hereunder. However, notwithstanding anything to the assignment or transfer of their contract to Buyer (except contrary herein, to the extent such contract is assignable that any documents or transferable without consent); (vi) information regarding the Seller will have obtained and delivered or the Property are disclosed to Buyer all consents, waivers and approvals from governmental entities and third parties necessary on the part of the Seller or brought to effect the assignment and transfer to Buyer of the Acquired Assets free and clear of all Liens, to effect the Subleases and to effect the assignment to Buyer of the Assigned Agreements; (vii) Seller shall have conducted the Division Business after the Agreement Date in the ordinary course of business, except for actions expressly permitted by this Agreement or such further matters as may be consented to in writing by Buyer; (viii) At least eighty percent (80%) of the Division Employees and Division Contractors and each of the Key Employees, (A) in the case of the Division US Employees, who are offered employment on terms providing for an annual total compensation package at least equal to the current annual total target compensation package provided by the Seller (exclusive of the value of any options that may have been granted to any such Division Employees) shall have accepted Buyer's offers of employment attention prior to closing, either orally or in a writing signed by them; or (B) in the case of the Division UK Employees who transfer pursuant to TUPEwriting, shall have agreed in writing to transfer to Buyer; (ix) Buyer's financier is satisfied with the outcome following completion of the audit/targeted review (as the case may be) as referred to in Subsection 5(b); (x) No suit, claim, cause of action, arbitration, investigation or other proceeding contesting, challenging or seeking to alter or enjoin or adversely affect the sale and Buyer nevertheless closes on purchase of the Acquired Assets Property, Buyer shall be deemed to have accepted and to have waived any objection to or claim based on such documents or information. Furthermore, except with respect to any other transaction contemplated hereby will be pending covenants, representations or threatened; warranties which are expressly to survive closing hereunder (xi) Buyer has obtained if any), any and all necessary approvals covenants, representations and warranties contained in relation to all transactions contemplated by this Agreement or any document required to be executed under this Agreement, including shall merge in the passing, if applicable, deed delivered at a general meeting of the Buyer all necessary resolutions required by the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth), the ASX Listing Rules or the constitution of the Buyer, provided Buyer has used its best efforts to obtain such approvals closing and the necessary resolutions; (xii) Buyer's financiers agreeing in writing on terms acceptable to the Buyer in its sole discretion, to provide the funds required by Buyer to enable Buyer to complete this Agreement (provided Buyer has used its best efforts to obtain the funds on terms acceptable to Buyer) and the Asset Purchase and any conditions to finance being satisfied to the satisfaction of the Buyer's financiers; and (xiii) Seller shall have discharged the Seller Indebtedness to the Buyer in full in Immediately Available Fundsnot survive closing hereunder.