Common use of Conditions to Buyer’s Obligations to Close Clause in Contracts

Conditions to Buyer’s Obligations to Close. The obligation of Buyer to consummate and close the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing, of each of the following conditions, except for any condition that has been waived in writing by Buyer at or prior to the Closing: (a) Seller shall have substantially performed all conditions required to be satisfied by it in accordance with the terms of this Agreement; and (b) Each of the representations and warranties of the Seller contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date; (c) Buyer shall receive appropriate transfer documents, acceptable in form and substance to Buyer, for the Acquired Assets; (d) Seller shall have obtained the written consent and approval from those persons or entities listed on Schedule 3.04 attached hereto of the transfer or assignment in which any such person or entity has an interest; (e) Seller shall have terminated the distribution agreements with Shinhan Scientific Co., Ltd. and Philab Industries, Inc., and written proof of such termination acceptable to Buyer shall be delivered to Buyer on or before the Closing Date; and (f) The Buyer shall have received an opinion from Seller's counsel substantially in the form of Exhibit "X" attached hereto.

Conditions to Buyer’s Obligations to Close. The obligation All obligations of Buyer to consummate and close the transactions contemplated by this Agreement is hereunder are subject to the satisfaction, fulfillment or waiver prior to or at or before the Closing, Closing of each of the following conditions, except for any condition that has been waived in writing by Buyer at or prior to the Closing: (a) Seller shall have substantially performed all conditions required to be satisfied by it in accordance with the terms of this Agreement; and (b) Each of the All representations and warranties of the Company and Seller contained herein in this Agreement shall be true and correct in all material respects on when made and shall be deemed to have been made again at and as of the Closing Date with the same force and effect as though the same had been shall then be true and correct in all respects (except that representations and warranties made on and as of a specified date, shall be true and correct only as of such specified date). (b) The Company and Seller shall have performed in all respects each obligation and agreement to be performed by it, and shall have complied in all respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing Date;Closing. (c) The Seller and the Company shall have delivered to Buyer shall receive appropriate transfer documents, acceptable in form and substance the items to Buyer, for the Acquired Assets;be delivered pursuant to Section 1(c)(iii)(b). (d) The Seller and the Company shall have obtained delivered to Buyer financial statements and other information required under the written consent and approval from those persons or entities listed on Schedule 3.04 attached hereto rules of the transfer or assignment SEC for purposes of inclusion in which any such person or entity has an interest;Parent’s filing of a Current Report on Form 8-K disclosing the consummation of the transactions contemplated by this Agreement. (e) Seller shall have terminated the distribution agreements with Shinhan Scientific Co., Ltd. and Philab Industries, Inc., and written proof of such termination acceptable to Buyer shall be delivered to Buyer on or before the Closing Date; and (f) The Buyer shall have received an opinion from Seller's counsel substantially completed to its reasonable satisfaction its business and legal due diligence investigation of the Company, its property, business and subsidiaries, shall not have discovered any facts, circumstances, liabilities or conditions that, in Buyer’s sole and absolute discretion, may adversely affect the form value or prospects of Exhibit "X" attached heretothe Company or that may expose the Company to any liability not heretofore fully disclosed to Buyer.

Conditions to Buyer’s Obligations to Close. The In addition to any other conditions set forth in this Agreement, Buyer’s obligation to close on the purchase of Buyer to consummate and close the transactions contemplated by this Agreement Property is subject to the satisfaction, at or before the Closing, of each and all of the following conditionsconditions precedent: a) At Closing, except for any condition that has been waived the Title Company shall be irrevocably committed to issue a 2006 ALTA form owner’s policy of title insurance based on the Title Commitment with all of the standard exceptions deleted, providing coverage in writing by Buyer at or prior the amount of the Purchase Price, insuring fee simple title to the Closing:Property in Buyer, subject only to the Permitted Title Exceptions. (a) Seller shall have substantially performed all conditions required to be satisfied by it in accordance with the terms of this Agreement; and (b) Each All of the Seller’s representations and warranties of the Seller contained herein in Section 11 and elsewhere in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date;. (c) Buyer shall receive appropriate transfer documents, acceptable in form All documents and substance instruments required to Buyer, for the Acquired Assets; (d) Seller shall have obtained the written consent and approval from those persons or entities listed on Schedule 3.04 attached hereto of the transfer or assignment in which any such person or entity has an interest; (e) Seller shall have terminated the distribution agreements with Shinhan Scientific Co., Ltd. and Philab Industries, Inc., and written proof of such termination acceptable to Buyer shall be delivered to Buyer on or before the Closing Date; and (f) The Buyer as provided in this Agreement shall have received an opinion from been duly delivered to Buyer. d) There shall have been no material adverse change with respect to the ownership or operation or the financial or physical condition of the Property or any part thereof since the conclusion of the Review Period (or, if sooner, the date on which Buyer gave its Confirmation Notice to Seller's counsel substantially ). e) All covenants and agreements of Seller in this Agreement shall have been duly performed and satisfied in all material respects. In the form event any of Exhibit "X" attached heretothe conditions above have not been satisfied on or before Closing, in Buyer’s sole discretion, Buyer may elect to terminate this Agreement whereupon neither party will have any further rights or obligations under this Agreement (except for any obligations which expressly survive termination), the Xxxxxxx Money shall be returned to Buyer, and each party shall bear its own costs incurred under this Agreement.

Conditions to Buyer’s Obligations to Close. The Unless waived by Buyer in writing, the obligation of Buyer to consummate and close the transactions contemplated to be performed by this Agreement is it in connection with the Closing shall be subject to the satisfaction, at on or before prior to the ClosingClosing Date, of each of the following conditions, except for any condition that has been waived in writing by Buyer at or prior to the Closing: (a) Seller shall have substantially performed all conditions required to be satisfied by it in accordance with the terms of this Agreement; and (b) Each of the The representations and warranties of the Seller Sellers contained herein in this Agreement shall be true and correct in all material respects on at and as of the Closing Date with the same force as if such representations and effect as though the same had been warranties were made on at and as of the Closing Date, except (i) as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof and (ii) as and to the extent that such representations or warranties speak as of a specific date or time other than the Closing Date, which need be true and correct in all material respect only as of the specified date or time; (b) The Sellers shall have performed all agreements and covenants required hereby to be performed by them prior to or at the Closing Date; provided, however, that Buyer shall not be entitled to refuse to consummate the transaction in reliance upon its own breach or failure to perform. (c) There shall be delivered to Buyer shall receive appropriate transfer documents, acceptable a certificate signed by each of the Sellers certifying their respective compliance with the conditions set forth in form Sections 7.2(a) and substance to Buyer, for the Acquired Assets7.2(b); (d) Seller No action or proceeding shall have obtained been instituted before a court or other governmental body or by any governmental agency or public authority to restrain or prohibit the written consent transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement; and approval from those persons or entities listed on Schedule 3.04 attached no governmental agency shall have given notice to any party hereto to the effect that consummation of the transfer transactions contemplated by this Agreement would constitute a violation of any law or assignment in which any such person or entity has an interestthat it intends to commence proceedings to restrain consummation of the transactions contemplated by this Agreement; (e) Seller All consents, approvals and waivers from third parties, including federal, state, local, foreign and other governmental authorities, necessary to consummate the STG_319977.13 transactions contemplated hereby shall have terminated been obtained, except where the distribution agreements failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have, individually or in the aggregate, a Material Adverse Effect on the business of the Dourave following the Closing; (f) From the date of this Agreement through the Closing, no Material Adverse Effect of Dourave or of the Subsidiary shall have occurred and there shall exist no fact or circumstance which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect of Dourave or of the Subsidiary; (g) Buyer shall have been furnished with Shinhan Scientific Co., Ltd. executed resignations and Philab Industries, Inc., and written proof of such termination releases in forms acceptable to Buyer from each of Dourave’s officers and directors; (h) Buyer shall have been furnished with all required closing documents for each of the Minor Shareholder Transactions executed by the applicable Minor Shareholder; (i) Each of Rxxxx XxXxxxxx and Sxxxxx Xxxxxx shall have accepted offers of employment with the Buyer on the terms attached hereto as Exhibit D; (j) Buyer shall have received reasonable evidence of all amounts outstanding under the Notes Payable and the Long Term Liabilities and agreement from each creditor thereunder that upon repayment of such amount, there shall be delivered no further obligations thereunder, and the amounts outstanding under the Notes Payable shall not exceed $50,000 above the amounts owed to Hxxxx Xxxxxxx and Sxxxxx Xxxxxx in the aggregate; (k) Buyer on or before shall have determined in its reasonable discretion that the Closing Dateissuance of the Buyer Shares to the Sellers contemplated by this Agreement shall be exempt from registration under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder; and (fl) The Buyer On or prior to the Closing Date, the Sellers shall have received an opinion from Seller's counsel substantially in caused Dourave to deliver to Buyer each of the form following: (i) Dourave’s minute books, stock transfer records, corporate seal and other materials related to Dourave’s corporate administration; (ii) copies of Exhibit "X" attached heretothe minute books, stock transfer records, corporate seal and other materials related to the Subsidiary’s corporate administration; and (iii) a copy of the organizational documents of Dourave, along with certificates executed on behalf of Dourave by its corporate secretary certifying to Buyer that such copies are true and complete copies of such organizational documents, and that such organizational documents were duly adopted and have not been amended or rescinded.

Conditions to Buyer’s Obligations to Close. (a) The obligation obligations of Buyer to consummate and close the transactions contemplated by this Agreement is Closing shall be subject to the satisfaction, at or before the Closingwaiver by Xxxxx, of each of the following conditions: (i) Each of Seller’s representations and warranties set forth in this Agreement shall be true and correct on the Closing Date, except for as if they were made on such date. (ii) Seller shall have executed and delivered to Buyer all Transaction Documents to which it is a party. (iii) Seller shall not be in breach of any condition that has been waived of its material obligations under this Agreement. Section 4.2(a). (iv) Seller shall have delivered to Buyer all deliveries referenced in (v) All proceedings taken or to be taken in writing connection with the transactions contemplated by Buyer this Agreement and the Transaction Documents shall be consummated at or prior to the Closing: (a) Seller shall have substantially performed Closing Date, and all conditions required to be satisfied by it in accordance with the terms of this Agreement; and (b) Each of the representations documents, assignments, certificates, schedules, and warranties of the Seller contained herein exhibits shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date; (c) Buyer shall receive appropriate transfer documents, acceptable satisfactory in form and substance to Buyer, for the Acquired Assets;. (dvi) Seller shall have obtained the written consent and approval from those persons or entities listed on Schedule 3.04 attached hereto execute all legal documents necessary to convey clear title to Buyer of the transfer Purchased Assets transferred hereunder and shall take such other actions as Buyer may reasonably require for Buyer to more fully and effectively take title to or assignment in which any such person or entity has an interest; (e) Seller shall have terminated assume the distribution agreements with Shinhan Scientific Co., Ltd. and Philab Industries, Inc., and written proof of such termination acceptable to Buyer shall be delivered to Buyer on or before the Closing Date; and (f) The Buyer shall have received an opinion from Seller's counsel substantially in the form of Exhibit "X" attached heretoPurchased Assets described herein.