FINANCING AND BUSINESS ISSUES Sample Clauses

FINANCING AND BUSINESS ISSUES. (a) iSucceed and Xxxxxxxxxx.xxx shall have obtained financing sufficient to enable iSucceed and Xxxxxxxxxx.xxx to consummate the Transactions contemplated by this Agreement, including the satisfaction of the Third-Party Liability release conditions set forth in subsection (c), below, and to provide working capital for the operation of its collective Business after the Closing, sufficient, to the satisfaction of M-Flex, as determined in its commercially reasonable good faith, to prevent any creditor of any member of the EntrePort Group, as of the Closing Date, from having any basis to commence any Proceeding (against EntrePort, M-Flex, or the other parties in whose favor such Third-Party Liability releases are to be provided) on the grounds that iSucceed or Xxxxxxxxxx.xxx was inadequately capitalized from and after the Closing Date. (b) EntrePort and EP Sub, and each of their respective Subsidiaries, shall have transferred all of their respective assets and all Third-Party Liabilities to iSucceed or Xxxxxxxxxx.xxx, such that, at the Closing, neither EntrePort nor EP Sub shall have any assets or Third-Party Liabilities nor any executory Contracts or Employees. (c) EntrePort, EP Sub, iSucceed, and Xxxxxxxxxx.xxx shall have obtained, as of the Closing, from each creditor of EntrePort, EP Sub, iSucceed, and University, and of each of their respective Subsidiaries, a full, absolute, and unconditional release of all claims in respect of each and every Third-Party Liability of each such entity, which releases shall be in favor of EntrePort, M-Flex, and the directors, officers, shareholders, Affiliates, and agents of M-Flex. M-Flex shall have used reasonable discretion in determining whether to accept such releases and whether to require any or all of EntrePort, EP Sub, iSucceed, and Xxxxxxxxxx.xxx to obtain modified or additional releases. (d) Except as required in connection with Subsections (b) and (c), above, there shall not have been any material adverse change in the operations, conditions (financial or otherwise), of EntrePort's, EP Sub's, iSucceed's, or Xxxxxxxxxx.xxx's Business prior to the Closing.
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