Common use of Conditions to Obligation of Purchaser Clause in Contracts

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the transactions to be performed by each of them in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties set forth in Article C above shall be true and correct in all material respects at and as of the Closing Date; (b) Xxxxxx shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (c) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the rights of Purchaser to own the common shares; (d) all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Purchaser; and Purchaser may waive any condition specified in this section if each Purchaser executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the transactions to be performed by each of them in connection with the Closing is subject to satisfaction of the following conditions: (a) Purchaser shall have agreed that the common shares purchased hereunder will be governed by the Purchaser’s Lock-UP Agreement to the satisfaction of Xxxx; (b) the representations and warranties set forth in Article C above shall be true and correct in all material respects at and as of the Closing Date; (bc) Xxxxxx shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (cd) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the rights of Purchaser to own the common shares; (de) all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Purchaser; and Purchaser may waive any condition specified in this section if each Purchaser executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by each of them it in connection with the Closing is subject to satisfaction of the following conditions: (ai) the representations and warranties set forth in Article C Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (bii) Xxxxxx the Seller shall have performed and complied with all of his covenants hereunder in all material respects through the Closingrespects; (ciii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely in any manner the rights right of the Purchaser to own the common sharesGoodwill; (div) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby or by the Asset Purchase Agreement and all certificates, opinionsagreements, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory or thereby shall have been taken and/or delivered in form and substance reasonably satisfactory to the Purchaser; and and (v) the closing as contemplated by the Asset Purchase Agreement shall have been consummated. The Purchaser may waive any condition specified in this section Section 6(a) if each Purchaser it executes a writing so stating at or prior to the Closing.