Conditions to the Obligation of Den-Mat Sample Clauses

Conditions to the Obligation of Den-Mat. The obligation of Den-Mat to consummate the transactions contemplated by this Agreement in connection with the Closing shall be subject to the satisfaction by Remedent on or prior to the Closing Date of each of the following conditions (unless waived by Den-Mat in writing): 16.2.1 The representations and warranties of Remedent contained in Section 14.1 shall be true and correct in all respects (if qualified by materiality) and shall be true and correct in all material respects (if not qualified by materiality), as if made at and as of the Closing. 16.2.2 Remedent shall have duly performed and complied in all material respects with all covenants and agreements contained herein required to be performed or complied with by Remedent at or before the Closing. 16.2.3 Den-Mat’s Board of Directors (“Board Approval”) and lenders shall have approved the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. 16.2.4 Den-Mat shall have concluded its due diligence with respect to the Products, the First-Fit Technology and the Intellectual Property and shall have determined, in its sole and absolute discretion, that the foregoing are satisfactory in all material respects. 16.2.5 Remedent shall have delivered to Den-Mat executed copies of the following: (a) a Non-Competition Agreement duly executed by Guy De Vreese substantially in the form attached as Exhibit C hereto (the “De Vreese Non-Competition Agreement”), and (b) a Non-Competition Agreement duly executed by ▇▇▇▇▇▇▇ Jacquemyns substantially in the form attached as Exhibit D hereto (the “Jacquemyns Non-Competition Agreement”). 16.2.6 Remedent shall have delivered to Den-Mat an opinion, dated the Closing Date, of Bullivant ▇▇▇▇▇▇ ▇▇▇▇▇▇ PC substantially similar to the opinion delivered by Remedent to Den-Mat in connection with the 2008 Agreement, but also including an opinion that the Intellectual Property and the Products do not infringe the rights of any third party, the form of such opinion to be reasonably satisfactory to Den-Mat and its counsel.