Conditions to Obligations of CBW Sample Clauses

Conditions to Obligations of CBW. Provided that there shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority that makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein or results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein and the conditions to the obligations of Inner Spirit hereunder have been satisfied by CBW, on the Closing Date Inner Spirit will deliver to CBW, the following: (a) certificates representing 15,000,000 Inner Spirit Shares registered in the name of CBW or as it may direct; (b) a certificate of Inner Spirit signed, without personal liability, by a senior officer of Inner Spirit, addressed to CBW and dated as of the Closing Date, certifying that Inner Spirit has performed in all material respects its obligations under this Agreement required to be performed on or prior to the Closing Date; (c) certified copies of (i) the Constating Documents of Inner Spirit, and (ii) all resolutions of the Inner Spirit Board approving the entering into and the performance of this Agreement and the Strategic Alliance Agreement and the transactions contemplated hereby and thereby; and (d) the Strategic Alliance Agreement, in the form attached as Schedule B hereto, executed by Inner Spirit; and (e) confirmation satisfactory to CBW, acting reasonably, that the CBW Nominee has been appointed to the Inner Spirit Board.