Common use of Obligation of Buyer to Close Clause in Contracts

Obligation of Buyer to Close. Buyer shall not be obligated to close this transaction unless: (a) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. The Company agrees to provide Buyer and his agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct his investigation. (b) Prior to or as of the date of Closing hereunder, all outstanding liabilities of the Company have been paid, satisfied or extinguished. (c) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date of Closing. (d) Concurrent with the execution of this Agreement, Xxxxx Xxxxxxx shall tender his resignation from the Board of Directors of the Company, and the Company’s Board of Directors shall have taken such steps as are necessary or appropriate to appoint Buyer as a director of the Company. In addition, at Closing hereunder, Xxxxxxxx Xxxx shall resign as the Company’s President and Chief Financial Officer and take such steps as are necessary to appoint Buyer as the Company’s President and Chief Financial Officer. In addition, at Closing hereunder, or as soon thereafter as the Company has complied with Rule 14f-1 under the Securities Exchange Act, Xxxxxxxx Xxxx shall tender his resignation as a member of the Board of Directors and shall take such steps as are necessary to appoint individuals selected by Buyer as directors of the Company. (e) Between the date hereof and the Closing date, Sellers will promptly advise Buyer in writing of any fact which, if existing or known at the date hereof, would have been required to be set forth herein or disclosed pursuant to this Agreement, or which would represent a material fact the disclosure of which would be relevant to the Buyer.

Obligation of Buyer to Close. The obligation of Buyer to consummate the purchase of the Assets and the assumption of the Assumed Liabilities on the Closing Date shall be subject to the satisfaction or the waiver by Buyer at or prior to the Closing but not be obligated to close this transaction unless:later than June 30, 2023, of the following conditions: IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" (ai) Buyer is satisfied with the condition The representations and warranties of the Company following a due diligence review of the books, records, business Seller contained in this Business Transfer Agreement and affairs of the Company. The Company agrees to provide Buyer and his agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct his investigation. (b) Prior to any certificate or as of the date of Closing hereunder, all outstanding liabilities of the Company other writing delivered pursuant hereto shall have been paid, satisfied or extinguished. (c) There have been no changes in the Company's business or capitalization between the date of signing this Agreement true and the date of Closing. (d) Concurrent with the execution of this Agreement, Xxxxx Xxxxxxx shall tender his resignation from the Board of Directors of the Company, and the Company’s Board of Directors shall have taken such steps as are necessary or appropriate to appoint Buyer as a director of the Company. In addition, at Closing hereunder, Xxxxxxxx Xxxx shall resign as the Company’s President and Chief Financial Officer and take such steps as are necessary to appoint Buyer as the Company’s President and Chief Financial Officer. In addition, at Closing hereunder, or as soon thereafter as the Company has complied with Rule 14f-1 under the Securities Exchange Act, Xxxxxxxx Xxxx shall tender his resignation as a member of the Board of Directors and shall take such steps as are necessary to appoint individuals selected by Buyer as directors of the Company. (e) Between correct on the date hereof and shall be true and correct in all respects on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, Sellers will promptly advise Buyer the accuracy of which shall be determined as of that specified date). (ii) Seller shall have duly performed and complied in writing of any fact whichall material respects with all agreements, if existing covenants and conditions required by this Business Transfer Agreement to be performed or known at complied with by it prior to or on the date hereof, would Closing Date. (iii) No injunction or restraining order shall have been required issued by any Governmental Authority, and be in effect, which restrains or prohibits the transactions contemplated hereby. (iv) Seller shall have delivered to be set forth herein Buyer each of the instruments utilized to assign the Assets or disclosed pursuant assume the Assumed Liabilities, executed by Seller, and such other agreements, certificates and other documents as are contemplated by this Business Transfer Agreement or as are reasonably necessary to this Agreement, or which would represent a material fact complete the disclosure of which would be relevant to the Buyertransactions contemplated herein.

Obligation of Buyer to Close. The obligation of the Buyer to consummate the Closing shall not be obligated subject to close this transaction unlessthe fulfillment or the Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) Buyer is satisfied The representations and warranties of the Sellers and Seller Entities contained in this Agreement and the Transaction Documents shall be true and correct in all respects (in the case of the Fundamental Representations and any other representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty other than the Fundamental Representations not qualified by materiality or Material Adverse Effect) on and as of the Effective Date and on and as of the Closing Date with the condition same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the Company following a due diligence review accuracy of the books, records, business and affairs which shall be determined as of the Company. The Company agrees to provide Buyer and his agents complete access to that specified date in all of the Company's books, records and personnel for purposes of enabling Buyer to conduct his investigationrespects). (b) Prior Each of the Sellers and Seller Entities shall have duly performed and complied in all respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by such Seller or Seller Entity prior to or as of on the date of Closing hereunderDate, all outstanding liabilities of the Company or such agreements, covenants and conditions have been paid, satisfied or extinguishedwaived by the Buyer. (c) There The Seller Entities shall have received and delivered to the Buyer all consents, authorizations, orders and approvals listed on Schedule 2.6(c)(xiv), other than consents that Buyer has waived obtaining as a condition to closing, in each case, in form and substance satisfactory to the Buyer, and no such consent, authorization, order and approval shall have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date of Closingrevoked. (d) Concurrent with All deliveries by the execution of this Agreement, Xxxxx Xxxxxxx shall tender his resignation from the Board of Directors of the Company, Sellers and the Company’s Board of Directors Seller Entities contemplated in Sections 2.6(b) and (c) shall have taken such steps been timely received by the Buyer at or prior to the Closing, as are necessary or appropriate to appoint Buyer as a director of the Company. In addition, at Closing hereunder, Xxxxxxxx Xxxx shall resign as the Company’s President and Chief Financial Officer and take such steps as are necessary to appoint Buyer as the Company’s President and Chief Financial Officer. In addition, at Closing hereunder, or as soon thereafter as the Company has complied with Rule 14f-1 under the Securities Exchange Act, Xxxxxxxx Xxxx shall tender his resignation as a member of the Board of Directors and shall take such steps as are necessary to appoint individuals selected by Buyer as directors of the Companyapplicable. (e) Between From the date hereof and of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the Closing dateaggregate, Sellers with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) Since the date of this Agreement, there will promptly advise Buyer in writing not have been commenced or to the Knowledge of any fact whichSeller Entity threatened against a Seller Entity, if existing or known at any employee of any Seller Entity, any Action (i) involving any challenge to, or seeking relief (monetary or otherwise) in connection with, any of the date hereoftransactions contemplated by this Agreement, would (ii) that could have been required to be set forth herein the effect of preventing, delaying, making illegal, imposing limitations or disclosed pursuant to conditions on, or otherwise interfering with, any of the transactions contemplated by this Agreement, or which would represent a material fact the disclosure (iii) involving claims in excess of which would be relevant to the Buyer$25,000.

Obligation of Buyer to Close. Buyer shall not be obligated to close this transaction unless: (a) Buyer is satisfied with the condition of the Company satisfied, following a due diligence review of the booksreasonable investigation, records, business and affairs of the Company. The Company agrees to provide Buyer and his agents complete access to that all of the Company's books, records representations of the Sellers as of the date of execution of this Agreement and personnel for purposes of enabling Buyer to conduct his investigation. (b) Prior to or as of the date of Closing hereunderare true and correct. (b) Sellers shall have delivered the share certificates to the Escrow Agent in accordance with Section 1.06 hereof. (c) On or before the Closing Date, the Seller shall have caused all outstanding Company liabilities of the Company to have been paid, satisfied transferred, or extinguishedassumed except for liabilities of $11,887.85 (9,579 Euros) identified on Schedule 2.03 attached hereto which are related to the closing of a European subsidiary, which shall be paid immediately following the Closing out of the Consideration. As part of Closing the $11,887.85 (9,579 Euros) necessary satisfy the liabilities identified on Schedule 2.03 shall be held by the Escrow Agent and shall be paid directly by the Escrow Agent to the parties identified on Schedule 2.03 to satisfy such liabilities. Upon payment of such liabilities, the Company shall deliver to the Buyer documentation reasonably acceptable to the Buyer identifying that all such liabilities have been paid in full. (cv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date of Closing. (de) Concurrent Prior to the Closing, the Company shall have completed the filing of its report on Form 10-Q for the quarterly period ended September 30, 2014, and shall have provided Buyer with satisfactory evidence that all fees and costs incurred by the Company and/or Sellers for purposes of completing such filing have been paid. By execution of this Agreement, Xxxxx Xxxxxxx shall tender his resignation from Buyer hereby agrees in conjunction with Closing hereunder, to pay or reimburse the Board of Directors Sellers for up to $2,500 of the Companyfees and costs incurred by the Company and/or Sellers in conjunction with completion of the 10-Q filing described in the immediately preceding sentence. Such payment or reimbursement by the Buyer shall be separate from, and in addition to, payment by Buyer of the consideration described in Section 1.03 hereof, but shall be delivered simultaneously, at the closing (f) Effective as of the Closing Date, or such later date as agreed to between the Buyers and Sellers: (i) the Sellers will cause the Company’s Board of Directors officers to resign and be duly replaced by the Buyer’s designees; (ii) Xxx Xxxx Xxxx Xxxx shall have taken such steps as are necessary or appropriate to appoint Buyer as be appointed a director of the Company. In additionCompany and (ii) after compliance with Rule 14F-1, at Closing hereunderif required, Xxxxxxxx Xxxx shall resign or such other provisions of the Exchange Act as may be applicable, if any, the Sellers will cause the Company’s President sole director to resign and Chief Financial Officer and take be duly replaced by Buyers’ director designees with such steps resignation from his position as are necessary to appoint Buyer as the Company’s President and Chief Financial Officer. In addition, at Closing hereunder, or as soon thereafter as the Company has complied a director becoming effective after compliance with Rule 14f-1 under the Securities Exchange Act, Xxxxxxxx Xxxx shall tender his resignation as a member of the Board of Directors and shall take 14F-1 or such steps as are necessary to appoint individuals selected by Buyer as directors of the Companyother applicable rules. (eg) The Sellers shall have provided Buyer with a Certificate of Good Standing of the Company from the State of Delaware; and (h) Between the date hereof and the Closing date, Sellers will promptly advise Buyer in writing of any fact which, if existing or known at the date hereof, would have been required to be set forth herein or disclosed pursuant to this Agreement, or which would represent a material fact the disclosure of which would be relevant to the Buyer. (i) However, notwithstanding any of the other conditions in in this section, Buyers agree and acknowledge that in the event the Company has filed its report on Form 10-Q for the quarter ending September 30, 2014 in a timely manner on or before November 14, 2014, or November 19, 2014 if a timely Notification of Late Filing on Form 12b-25 has been filed by the Company, and Buyers do not close this transaction within five (5) business days of the Company filing its 10-Q for the quarter ended September 30, 2014 as contemplated herein, and provided Sellers are not in default under this Agreement and/or any of the representations or warranties herein, then Escrow Agent is authorized to release all escrowed funds and escrowed Shares to Seller, and Buyer shall hold Escrow Agent harmless from any liability with regard to the release of such escrowed funds.

Obligation of Buyer to Close. Buyer shall not be obligated to close this transaction unless: (a) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. The Company agrees to provide Buyer and his its agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct his its investigation. In accordance with the foregoing, the Company shall deliver all of the following items to the Buyer: (i) Copies of the articles of incorporation and bylaws of the Company together with all amendments thereto; (ii) Copies of the minutes of all meetings of the board of directors and of the shareholders and copies of all consent resolutions adopted by the board of directors or the shareholders; (iii) All financial statements returns and tax returns described in Section 3.03 and 3.04 hereof. (biv) Prior A representation letter signed by the Company’s current officers and directors to or be effective as of the date of Closing hereunderconfirming that they have no claims against the Company of any kind either in respect of any fees, all outstanding any compensation or other remuneration, or any other matter. (v) Any other document reasonably requested by Buyer which Buyer deems necessary for consummation of the transaction contemplated by the terms of this Agreement. (b) There are no material liabilities on the books of the Company have been paid, satisfied or extinguishedas of the date of closing. (c) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date of Closing, other than as described herein in Section 2.03. (d) Concurrent The Company has completed and filed all documentation, reports, schedules and other information necessary to cause the Company to be in compliance with the execution of this Agreement, Xxxxx Xxxxxxx shall tender his resignation from the Board of Directors rules and regulations of the Company, Securities and the Company’s Board of Directors shall have taken such steps as are necessary or appropriate to appoint Buyer as a director of the Company. In addition, at Closing hereunder, Xxxxxxxx Xxxx shall resign as the Company’s President and Chief Financial Officer and take such steps as are necessary to appoint Buyer as the Company’s President and Chief Financial Officer. In addition, at Closing hereunder, or as soon thereafter as the Company has complied with Rule 14f-1 Exchange Commission under the Securities Exchange ActAct of 1934, Xxxxxxxx Xxxx including, but not limited to, quarterly and annual reports on Form 10QSB and Form 10KSB for all periods through and including the fiscal year ending April 30, 2005, and, if necessary, a notice to shareholders regarding a proposed change in directors as required by Rule 14f-1. (e) The current officers and directors of the Company shall tender his resignation have tendered their resignations effective as a member of the date of Closing, or at such later date as the parties may agree, and the current directors shall have appointed persons designated by Buyer as successor members of the Board of Directors and shall take such steps as are necessary to appoint individuals selected fill the vacancies created by Buyer as directors the resignation of the Companycurrent directors. (e) Between the date hereof and the Closing date, Sellers will promptly advise Buyer in writing of any fact which, if existing or known at the date hereof, would have been required to be set forth herein or disclosed pursuant to this Agreement, or which would represent a material fact the disclosure of which would be relevant to the Buyer.