Common use of Conditions to Obligation of the Acquiror Parties Clause in Contracts

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (e) All actions to be taken by the Acquiree and the Acquiree Shareholder in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholder a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholder a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (eg) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Acquirer Members shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholder a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 9.3(a) through 9.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholder a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (eg) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderAcquiror, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretionAcquiror; and (ed) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderAcquiror.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderShareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder Shareholders in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “"material” " and “"Material Adverse Effect,” " in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All Except as set forth in Schedule 103(c), all consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror Acquiree for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholders; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c) , inclusive, relating to the Acquiree; (e) Each Acquiree Shareholder shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by such Acquiree Shareholder, certifying the satisfaction of the conditions specified in Section 10.3(a) and Section 10.3(b) relating to such Acquiree Shareholder; (df) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certified copy of the Certificate of Incorporation of the Acquiree as certified by the Secretary of State (or comparable office) of the Acquiree's jurisdiction of formation within five (5) days of the Closing Date; (g) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders (i) a certificate evidencing the formation and good standing of the Acquiree in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) certificate evidencing the Acquiree's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiree conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date; (h) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate duly executed by the Secretary of the Acquiree and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiree's board of directors, in a form reasonably acceptable to the Acquiror, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (i) Acquiror and the Acquiror Principal Shareholder Shareholders shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder Shareholders in their sole and absolute discretion; and (ej) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderShareholders. (k) Acquiree shall provide any such audited or unaudited financial statements as may be required under applicable SEC regulations for inclusion of such statements in Acquiree's SEC and other regulatory filings.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderShareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder Shareholders in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal ShareholderShareholders; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c), inclusive, relating to the Acquiree; (e) Each Acquiree Member shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by such Acquiree Member, certifying the satisfaction of the conditions specified in Section 10.3(a) and Section 10.3(b) relating to such Acquiree Member; (f) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certified copy of the Certificate of Incorporation of the Acquiree as certified by the Secretary of State (or comparable office) of the Acquiree’s jurisdiction of formation within five (5) days of the Closing Date; (g) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders (i) a certificate evidencing the formation and good standing of the Acquiree in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiree’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiree conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date; (h) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s members, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (i) Acquiror and the Acquiror Principal Shareholder Shareholders shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder Shareholders in their sole and absolute discretion; and (ej) All actions to be taken by the Acquiree and the Acquiree Shareholder Members in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderShareholders.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderShareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder Shareholders in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal ShareholderShareholders; (d) Acquiror and the Acquiror Principal Shareholder Shareholders shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder Shareholders in their sole and absolute discretion; and (e) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderShareholders.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Acquiree Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror Acquiree for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholder a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 9.3(a) through 9.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholder a certificate duly executed by the Secretary of the Acquiree and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiree’s board of directors, in a form reasonably acceptable to the Acquiror, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and; (eg) Acquiree Shareholders shall have delivered to Acquiror stock certificates representing 100% of the Acquiree Interests; (h) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholder (i) a certificate evidencing the formation and good standing of the Acquiree in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date; and (ii) a certificate evidencing the Acquiree's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiree conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date; (i) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiree, threatened before any Governmental Authority wherein an Order or charge would adversely affect the right of the Acquiree to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority; (j) No event, change or development shall exist or shall have occurred since the Acquiree Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiree; (k) Acquiree shall have offered in a private placement transaction up to $1,500,000 of convertible notes, of which Acquiror shareholders may invest up to $500,000 which convertible notes shall have a term of one year and pay an Original Issuer Discount (OID) of 10% and a note conversion price of $20 (based on an approximate Acquiree valuation of $12,500,000) and the noteholders shall receive a five-year warrant to purchase a common share based on a price equal to $30 (based on an approximate Acquiree valuation of $17,500,000; (l) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderAcquiror, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal ShareholderAcquiror; (d) Acquiree shall have delivered to the Acquiror a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror Principal Shareholder shall have completed their its legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (eg) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholder a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 8.3(a) through 8.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholder a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (eg) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderAcquiror, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal ShareholderAcquiror; (d) Acquiree shall have delivered the Financial Statements as described in Section 7.5; (e) Acquiree shall have delivered to the Acquiror a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(d), inclusive, relating to the Acquiree; (f) Each Acquiree Shareholder shall have delivered to the Acquiror a certificate, dated the Closing Date, executed by such Acquiree Shareholder, certifying the satisfaction of the conditions specified in Section 10.3(a) and Section 10.3(b) relating to such Acquiree Shareholder; (g) Acquiree shall have delivered to the Acquiror a certified copy of the Certificate of Incorporation of the Acquiree as certified by the Secretary of State (or comparable office) of the Acquiree’s jurisdiction of formation within five (5) days of the Closing Date; (h) Acquiree shall have delivered to the Acquiror (i) a certificate evidencing the formation and good standing of the Acquiree in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiree’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiree conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date; (i) Acquiree shall have delivered to the Acquiror a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (j) Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder Shareholders in their sole and absolute discretion; and (ek) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderAcquiror.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Acquiree Members set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Acquiree Members shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholder a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 9.3(a) through 9.3(c), inclusive, relating to the Acquiree; (e) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (ef) All actions to be taken by the Acquiree and the Acquiree Shareholder Members in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholder a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (eg) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Sole Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Sole Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Sole Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Sole Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Sole Shareholder a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c), inclusive, relating to the Acquiree; (e) Each Acquiree Shareholder shall have delivered to the Acquiror and the Acquiror Principal Sole Shareholder a certificate, dated the Closing Date, executed by such Acquiree Shareholder, certifying the satisfaction of the conditions specified in Section 10.3(a) and Section 10.3(b) relating to such Acquiree Shareholder; (f) Acquiree shall have delivered to the Acquiror and the Acquiror Sole Shareholder a certified copy of the Certificate of Incorporation of the Acquiree as certified by the Secretary of State (or comparable office) of the Acquiree’s jurisdiction of formation within five (5) days of the Closing Date; (g) Acquiree shall have delivered to the Acquiror and the Acquiror Sole Shareholder (i) a certificate evidencing the formation and good standing of the Acquiree in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiree’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiree conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date; (h) Acquiree shall have delivered to the Acquiror and the Acquiror Sole Shareholder a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (i) Acquiror and the Acquiror Sole Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Sole Shareholder in their sole and absolute discretion; and (ej) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Sole Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderShareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder Shareholders in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All Except as set forth in Schedule 10.3(c), all consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror Acquiree for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholders; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c), inclusive, relating to the Acquiree; (e) Each Acquiree Shareholder shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by such Acquiree Shareholder, certifying the satisfaction of the conditions specified in Section 10.3(a) and Section 10.3(b) relating to such Acquiree Shareholder; (df) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certified copy of the Certificate of Incorporation of the Acquiree as certified by the Secretary of State (or comparable office) of the Acquiree’s jurisdiction of formation within five (5) days of the Closing Date; (g) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders (i) a certificate evidencing the formation and good standing of the Acquiree in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiree’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiree conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date; (h) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate duly executed by the Secretary of the Acquiree and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiree’s board of directors, in a form reasonably acceptable to the Acquiror, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (i) Acquiror and the Acquiror Principal Shareholder Shareholders shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder Shareholders in their sole and absolute discretion; and (ej) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderShareholders. (k) Acquiree shall provide any such audited or unaudited financial statements as may be required under applicable SEC regulations for inclusion of such statements in Acquiree’s SEC and other regulatory filings.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderShareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder Shareholders in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “"material” " and “"Material Adverse Effect,” " in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All Except as set forth in Schedule 103(c), all consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror Acquiree for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholders; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 10.3(a) through 10.3(c), inclusive, relating to the Acquiree; (e) Each Acquiree Shareholder shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by such Acquiree Shareholder, certifying the satisfaction of the conditions specified in Section 10.3(a) and Section 10.3(b) relating to such Acquiree Shareholder; (df) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certified copy of the Certificate of Incorporation of the Acquiree as certified by the Secretary of State (or comparable office) of the Acquiree's jurisdiction of formation within five (5) days of the Closing Date; (g) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders (i) a certificate evidencing the formation and good standing of the Acquiree in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) certificate evidencing the Acquiree's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiree conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date; (h) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate duly executed by the Secretary of the Acquiree and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiree's board of directors, in a form reasonably acceptable to the Acquiror, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (i) Acquiror and the Acquiror Principal Shareholder Shareholders shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder Shareholders in their sole and absolute discretion; and (ej) All actions to be taken by the Acquiree and the Acquiree Shareholder Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderShareholders. (k) Acquiree shall provide any such audited or unaudited financial statements as may be required under applicable SEC regulations for inclusion of such statements in Acquiree's SEC and other regulatory filings.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (e) All actions to be taken by the Acquiree and the Acquiree Shareholder in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal ShareholderShareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder Shareholders in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Acquiree Principal Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Acquiree Principal Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Acquiree Principal Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal ShareholderShareholders; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 9.3(a) through 9.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholders a certificate duly executed by the Secretary of the Acquiree and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiree’s board of directors, in a form reasonably acceptable to the Acquiror, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror and the Acquiror Principal Shareholder Shareholders shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder Shareholders in their sole and absolute discretion; and (eg) All actions to be taken by the Acquiree and the Acquiree Shareholder Principal Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal ShareholderShareholders.

Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing: (a) The representations and warranties of the Acquiree and the Acquire Shareholder Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiree and the Acquire Shareholder Shareholders shall have performed and complied with all of such covenants in all respects through the Closing; (c) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror and Acquiror Principal Shareholder; (d) Acquiree shall have delivered to the Acquiror and Acquiror Principal Shareholder a certificate, dated the Closing Date, executed by an officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 11.3(a) through 11.3(c), inclusive, relating to the Acquiree; (e) Acquiree shall have delivered to the Acquiror and the Acquiror Principal Shareholder a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiree is a party; (f) Acquiror and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute discretion; and (eg) All actions to be taken by the Acquiree and the Acquiree Shareholder Ultimate Shareholders in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.