Conditions to the Obligations of CR&P Sample Clauses

Conditions to the Obligations of CR&P. The obligations of CR&P and the CR&P Shareholders under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: (a) The representations and warranties of Purchaser contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date (except for such representations and warranties made as of a specific date which shall be true as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Purchaser that are not so qualified shall be true in all material respects on and as of the Closing Date (except for such representations and warranties made as of a specific date which shall be true in all material respects as of such date). (b) Purchaser shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be so performed or complied with by Purchaser at or prior to the Closing. (c) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order, that (a) restrains or prohibits the consummation of the Share Exchange or (b) could have a Material Adverse Effect on Purchaser. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Share Exchange. (e) The Related Agreements to which Purchaser is a party and all other documents to be delivered by Purchaser to CR&P at the Closing shall be satisfactory in form and substance to CR&P. (f) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of counsel to CR&P, in connection with (a) the execution and delivery by Purchaser of this Agreement or the Related Agreements to which either of them is a party, and (b) the consummation by Purchaser of the transactions contemplated hereby or thereby, and copies of all such Consents shall have been delivered to CR&P. (g) [Intentionally omitted.] (h) Purchaser shall deliver to each CR&P Shareholder a certificate evidencing ownership of the Shares described in Section 3.2. (i) The stockholders of Purchaser shall have given all necessary approvals and consents required under NRS. (j) The Share Exchange shall qualify as a tax-free transaction to each of Purchaser, CR&P and CR&P's stockhol...