Common use of Conditions to Obligation of the Sellers Clause in Contracts

Conditions to Obligation of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by her in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (iv) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed by the Sellers.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 3(b) above shall will be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser shall Buyers will have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall will 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall will be in effect); (iv) the Buyers will have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; and (ivv) all actions to be taken by the Purchaser Buyers 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 satisfactory in form and substance to the Seller. The Sellers may waive any condition specified in this Section 11(b7(b) at or prior to the Closing and their delivery to Buyers of the things required in writing executed by the SellersSection 2(e) will constitute Seller’s declaration that all conditions precedent to its obligation to close have been satisfied.

Conditions to Obligation of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by her in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (iv) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 11(b10(b) at or prior to the Closing in writing executed by the Sellers.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 §3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 would (A) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, or (C) affect adversely the right of the Sellers to own the Buyer Shares (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects; (v) each of the Sellers and the Buyer shall have entered into the Employment Agreements attached hereto as Exhibits G-1 and G-2 and the same shall be in full force and effect; and (ivvi) all actions to be taken by the Purchaser Buyer 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 the SellerSellers. The Sellers may waive any condition specified in this Section 11(b§7(b) if they execute a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by her in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (iv) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 11(b10(b) at or prior to the Closing in writing executed by the Sellers.

Conditions to Obligation of the Sellers. The obligations obligation of the --------------------------------------- Sellers to consummate the transactions to be performed by her it in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and; (iv) Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) all actions to be taken by the Purchaser Buyer 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 the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed by the Sellers.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Parties, the Target, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(i), ss.3(b)(ii), and ss.4(c) above, and all necessary consents, releases or approvals, if any, required under the Salick Agreements and the Fleet Credit Facility; (v) the Salick Note shall be paid in full at Closing and all necessary consents, releases or approvals, if any, required under the Salick Agreements and the Fleet Credit Facility shall be obtained; and (ivvi) all actions Buyer shall have delivered to be taken by the Purchaser in connection with consummation of Sellers the transactions contemplated hereby and all various certificates, instruments, and other documents required referred to effect the transactions contemplated hereby will be satisfactory in form and substance to the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed by the Sellers7(c).

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 (S) 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in (S) 7(b)(i)-(iii) is satisfied in all respects; (v) the Parties and the Company shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in (S) 3(a)(ii), 3(b)(iii), and (S) 4(c) above; and (ivvi) all actions to be taken by the Purchaser Buyer 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 the SellerSellers. The Sellers Sellers, through the Agent Sellers, may waive any condition specified in this Section 11(b(S) 7(b) if they execute a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;; and (iii) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); and (iv) all . All actions to be taken by the Purchaser Buyer in connection with consummation of the transactions contemplated hereby and all certificates, instrumentsopinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 11(b6(b) by executing a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Purchaser shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; and (ivv) all actions to be taken by the Purchaser 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 the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed by the Sellers.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (ia) the representations and warranties of the Purchaser set forth in Section 5 above shall will be true and correct in all material respects at and as of the Closing Date; (iib) the Purchaser shall will have performed and complied with all of its covenants hereunder in all material respects through the ClosingClosing Date; (iiic) no there will not be any action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); andconsummation; (ivd) the Purchaser will have delivered to the Sellers a certificate to the effect that each of the conditions specified above is satisfied in all respects; (e) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 11(b) 8.2 if it executes a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated hereby shall be subject to be performed by her in connection with the satisfaction on or prior to the Closing are subject to satisfaction of the following conditions:conditions (any of which may be waived on behalf of the Sellers in writing by the Company): (i) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (iia) the Purchaser shall have performed and complied with all of its covenants obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in all material respects through the ClosingSection 5.3); (iiib) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction by or before any arbitrator wherein an unfavorable injunctionGovernmental Authority shall be pending, judgmentwhich seeks to restrain, order, decree, rulingprevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or charge would (A) prevent consummation which otherwise questions the validity or legality of any of such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (Be) cause any each of the transactions contemplated by this Agreement documents to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (iv) all actions to be taken delivered by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required pursuant to effect the transactions contemplated hereby will be satisfactory in form and substance to the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed 5.3 shall have been so delivered by the SellersPurchaser at the Closing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and; (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) all actions to be taken by the Purchaser Buyer in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 11(b7(b) if they execute a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) the Sellers shall have received from counsel to the Buyer an opinion in form and substance reasonably acceptable to Sellers and their counsel, addressed to Sellers, and dated as of the Closing Date; and (ivvi) all actions Buyer shall have caused Company to be taken by execute and deliver Amendment No. 2 to Lease, in substantially the Purchaser in connection with consummation form of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed by the Sellers.Exhibit F hereto;

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser NAI and Buyer shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any national, provincial, 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and; (iv) all actions NAI shall have delivered to be taken by the Purchaser in connection with consummation Sellers a certificate to the effect that each of the transactions contemplated hereby and conditions specified above in Section 6(b)(i)-(iii) is satisfied in all certificates, instruments, and other documents required to effect respects; (v) the transactions contemplated hereby will be satisfactory relevant parties shall have entered into the Collateral Documents in form and substance to as set forth in EXHIBITS B-1 through B-7 and each of the Seller. same shall be in full force and effect; The Sellers may waive any condition specified in this Section 11(b6(b) if they execute a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by her it in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 7 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Purchaser shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 11(b)(i)-(iii) is satisfied in all respects; and (ivv) all actions to be taken by the Purchaser 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 satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed by the Sellers.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated hereby is subject to be performed by her in connection with the satisfaction at or prior to the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 above §4 of this Agreement shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closingrespects; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); (iv) the Purchaser shall have delivered to each Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects; (v) the Purchaser shall have entered into a Registration Rights Agreement with each of the Sellers in substantially the form of Exhibit E to this Agreement; and (ivvi) all actions to be taken by the Purchaser 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 the SellerSellers. The Sellers may waive any condition specified in this Section 11(b§7(b) in a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (ia) the representations and warranties set forth in Section 5 3.02 above shall be true and correct in all material respects at and as of the Closing Date; (iib) the Purchaser Buyers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iiic) 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 (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and; (ivd) the Buyers shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in subsections (a) through (c) is satisfied in all respects; (e) all actions to be taken by the Purchaser Buyers in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 11(b) 7.02 if they execute a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (iA) the The representations and warranties set forth in Section 5 Article 4 above shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Purchaser The Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iiiC) no 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 (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (D) The Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 8.1(A) through 8.1(E) is satisfied in all respects; and (ivE) all All actions to be taken by the Purchaser Buyer 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 the SellerSellers. The Sellers may waive any condition specified in this Section 11(b) 8.2 if they execute a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the --------------------------------------- Sellers to consummate the transactions to be performed by her it in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and; (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) all actions to be taken by the Purchaser Buyer 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 the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to the Closing in writing executed by the Sellers.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (ia) the representations and warranties set forth in Section 5 Article 7 above shall be true and correct in all material respects at and as of the Closing DateDate and the Sellers shall have received a certificate confirming the foregoing, signed for and on behalf of Stockgroup by its President, in form and substance satisfactory to TCS and its counsel acting reasonably; (iib) the Purchaser Purchasers shall have performed and complied with all of its their covenants hereunder in all material respects through the ClosingClosing and TCS shall have received a certificate confirming the foregoing, signed for and on behalf of the Purchasers by the President of Stockgroup, in form and substance satisfactory to the Sellers and their counsel acting reasonably; (iiic) 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 unfavourable injunction, judgment, order, decree, ruling, or charge would would: (Ai) prevent consummation of any of the transactions contemplated by this Agreement or Agreement; or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and; (ivd) the Parties shall have received all actions necessary authorizations, consents, and approvals to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby in this Agreement including, by way of example and all certificatesnot in limitation, instrumentsthe approval, if required, of the TSX-V; and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Seller. The Sellers TCS may waive any condition specified in this Section 11(b) 9.2 if it executes a writing so stating at or prior to the Closing in writing executed by the SellersClosing.

Conditions to Obligation of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by her them in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 5 (S)3(b) above shall be true true, correct and correct complete in all material respects at and as of the Closing Date; (ii) the Purchaser Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and. (iv) all actions the Buyer shall have delivered to be taken by the Purchaser in connection with consummation Sellers a certificate to the effect that each of the transactions contemplated hereby conditions specified above in (S)7(b)(i)-(iii) is satisfied in all respects; v) the Buyer shall have executed and all certificatesdelivered the Employment Agreement; vi) the Board of Directors of Antrum and the Antrum Shareholders shall have approved and authorized the execution, instrumentsdelivery and performance of this Agreement, and the other agreements, instruments and documents required contemplated hereby; vii) the Sellers shall have received from counsel to effect the transactions contemplated hereby will be satisfactory Buyer an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to the Seller. The Sellers may waive any condition specified in this Section 11(b) at or prior to Sellers, and dated as of the Closing in writing executed by the Sellers.Date; and