Common use of Conditions to the Company's Obligations at the Closings Clause in Contracts

Conditions to the Company's Obligations at the Closings. Subject to the terms hereof, the obligation of the Sellers set forth herein are subject to the fulfillment, prior to the Closing to the satisfaction of the Sellers, of the following conditions, the waiver of which shall not be effective without written consent thereto: i. The representations and warranties made by the Sellers’ herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date. ii. GSAI represents that upon delivery of the ARCIS Shares and the GCED shares to the Company, the Company will be the owner of record, and beneficially, of 100% of the ARCIS and GCED Shares, free and clear of all liens, rights, claims, and encumbrances, and that the ARCIS and GCED Shares have not been sold, pledged, assigned or otherwise transferred. The certificates representing the ARCIS and GCED Shares will bear a restrictive legend. iii. All of the businesses and assets being assigned to the Company as a result of the transactions contemplated herein are being assigned free and clear of any liabilities other than those listed on any schedules attached hereto. The audited financial statements that must be delivered to the Company in order for it to file all necessary filing to be made with the United States Securities and Exchange Commission shall reflect the financial condition of the companies whose stock is being assigned as represented to the Company in the negotiations leading up to the execution of this Agreement. iv. GSAI has agreed not to disclose and to maintain as confidential and use solely for purposes of evaluating the transaction described herein all non-public information related to the Company of which it is in possession. Unless required by law, GSAI will not disclose, and shall maintain confidential any non-public information related to the Company, provided that the undersigned may disclose such information to any of its advisors, attorneys and accountants, if such advisor, attorney and/or accountant shall have agreed to be bound by this provision. v. GSAI shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. GSAI shall use its best efforts to fulfill or obtain the fulfillment of the conditions to the Closing.