Common use of Conditions to the Sellers’ Obligations to Close Clause in Contracts

Conditions to the Sellers’ Obligations to Close. All obligations of the Sellers to consummate the transactions contemplated hereunder are subject to the fulfillment or waiver prior to or at the Closing of each of the following conditions: (a) All representations and warranties of the Purchaser contained in this Agreement and the Transaction Documents shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all respects (except that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), and the Purchaser shall have delivered to the Company and the Sellers a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the Sellers; (b) The Purchaser shall have performed in all material respects each obligation and agreement to be performed by it and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and the Purchaser shall have delivered to the Company and the Sellers a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the Sellers; (c) Prior to or at the Closing, the Purchaser shall have delivered to the Sellers the items to be delivered pursuant to Section 2.4; (d) The Purchaser shall have provided to the Company a certificate of good standing from the Secretary of State of Florida; (e) The Purchaser, with the assistance of the Company, shall have prepared the Current Report on Form 8-K required as a result of the consummation of the transactions contemplated hereby; and (f) The Purchaser shall have cancelled the Albury Shares with the effect that the number of outstanding shares of the Purchaser’s common stock is 25,100,000, and there are no other shares of the Purchaser’s capital stock issued or outstanding.

Conditions to the Sellers’ Obligations to Close. All obligations of the Sellers to consummate the transactions contemplated hereunder are subject to the fulfillment or waiver prior to or at the Closing of each of the following conditions: (a) All representations and warranties of the Purchaser contained in this Agreement and the Transaction Documents shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all respects (except that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), and the Purchaser shall have delivered to the Company and the Sellers a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the Sellers; (b) The Purchaser shall have performed in all material respects each obligation and agreement to be performed by it and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and the Purchaser shall have delivered to the Company and the Sellers a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the Sellers; (c) Prior to or at the Closing, the Purchaser shall have delivered to the Sellers the items to be delivered pursuant to Section 2.4; (d) The Purchaser shall have provided to the Company a certificate of good standing from the Secretary of State of Florida;; and (e) The Purchaser, with the assistance of the Company, shall have prepared the Current Report on Form 8-K required as a result of the consummation of the transactions contemplated hereby; and (f) The Purchaser shall have cancelled the Albury Shares with the effect that the number of outstanding shares of the Purchaser’s common stock is 25,100,000, and there are no other shares of the Purchaser’s capital stock issued or outstanding.

Conditions to the Sellers’ Obligations to Close. All obligations of the Sellers Seller to consummate the transactions contemplated hereunder are subject to the fulfillment or waiver prior to or at the Closing of each of the following conditions: (a) All Subject to Section 7.6, all representations and warranties of the Purchaser contained in this Agreement and the Transaction Documents shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all respects (except that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), and the Purchaser shall have delivered to the Company and the Sellers Seller a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the SellersSeller; (b) The Purchaser shall have performed in all material respects each obligation and agreement to be performed by it and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and the Purchaser shall have delivered to the Company and the Sellers Seller a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the SellersSeller; (c) Prior to or at the Closing, the Purchaser shall have delivered to the Sellers Seller the items to be delivered pursuant to Section 2.4;Sections 2.4 and 2.6; and (d) The Purchaser shall have provided to the Company a certificate of good standing from the Secretary of State of Florida; (e) The Purchaser, with the assistance of the Company, shall have prepared the Current Report on Form 8-K required as a result of the consummation of the transactions contemplated hereby; and (f) The Purchaser shall have cancelled the Albury Shares with the effect that the number of outstanding shares of the Purchaser’s common stock is 25,100,000, and there are no other shares of the Purchaser’s capital stock issued or outstanding.

Conditions to the Sellers’ Obligations to Close. All obligations of the Sellers Seller to consummate the transactions contemplated hereunder are subject to the fulfillment or waiver prior to or at the Closing of each of the following conditions: (a) All representations and warranties of the Purchaser contained in this Agreement and the Purchaser Transaction Documents shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all respects (except that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), and the Purchaser shall have delivered to the Company and the Sellers Seller a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the SellersSeller; (b) The Purchaser shall have performed in all material respects each obligation and agreement to be performed by it it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and the Purchaser shall have delivered to the Company and the Sellers Seller a certificate, signed by it, to such effect in form and substance satisfactory to the Company and the SellersSeller; (c) There shall not be in effect or threatened any injunction, order or decree of a Governmental Authority that prohibits or delays, or seeks to prohibit or delay, consummation of any part of the transactions contemplated by this Agreement; (d) Prior to or at the Closing, the Purchaser shall have delivered to the Sellers Seller the items to be delivered pursuant to Section 2.4; (d) The Purchaser shall have provided to the Company a certificate of good standing from the Secretary of State of Florida; (e) The Purchaser, with the assistance of the CompanySeller, shall have prepared the Current Report on Form 8-K required as a result of the consummation of the transactions contemplated hereby; and (f) The Purchaser Seller shall have cancelled the Albury Shares with the effect that the number of outstanding shares of the Purchaser’s common stock is 25,100,000, and there are no other shares of the Purchaser’s capital stock issued or outstandingobtained Shareholder Approval.