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 its agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct its investigation. (b) There are no material liabilities on the books of the Company, other than as disclosed in the Company's financial statements for September 30, 2002, or Schedule 3.05 hereto, and there are no undisclosed or contingent liabilities. (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 3.01(b). (d) The Company has completed and filed all documentation, reports, schedules and other information necessary to cause the Company to be in compliance with the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934. (e) The current officers and directors of the Company shall have tendered their resignations effective as of the date of Closing, and the current directors shall have appointed persons designated by Buyers as successor members of the Board of Directors to fill the vacancies created by the resignation of the current directors.

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 its agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct its investigation. (b) There are no material liabilities on the books of the Company, other than as disclosed in the Company's financial statements for September 30March 31, 20022004, or Schedule 3.05 hereto, and there are no undisclosed or contingent liabilities. (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 3.01(b)2.03. (d) The Company has completed and filed all documentation, reports, schedules and other information necessary to cause the Company to be in compliance with the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, including, but not limited to, a notice to shareholders regarding the proposed change in directors as required by Rule 14f-1. (e) The current officers and directors of the Company shall have tendered their resignations effective as of the date of Closing, and the current directors shall have appointed persons designated by Buyers Buyer as successor members of the Board of Directors to fill the vacancies created by the resignation of the current directors.

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 Seller agrees to provide Buyer and its agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct its investigation. (b) There are no material liabilities on the books of the Company, other than as disclosed in the Company's financial statements for September 30March 31, 20022000, or Schedule 3.05 3.07 hereto, and there are no undisclosed or contingent liabilities. (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 3.01(b)required herein. (d) The Company has completed and filed all documentation, reports, schedules and other information necessary to cause bring the Company to be in into compliance with the rules and regulations of the Securities and Exchange Commission SEC under the Securities Exchange Act of 1934, including, but not limited to, a notice to shareholders regarding the proposed change in directors as required by Rule 14f-1. (e) The current officers and directors of the Company shall have tendered their resignations effective as of the date of Closing, and the current directors shall have appointed persons designated by Buyers as successor members of the Board of Directors to fill the vacancies created by the resignation of the current directors.

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 its agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct its investigation. (b) There are no material liabilities on the books of the Company, other than as disclosed in the Company's financial statements for September 30March 31, 20022005, or Schedule 3.05 hereto, and there are no undisclosed or contingent liabilities. (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 3.01(b)2.03. (d) The Company has completed and filed all documentation, reports, schedules and other information necessary to cause the Company to be in compliance with the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, including, but not limited to, quarterly reports on Form 10QSB for the periods ended December 31, 2004 and March 31, 2005. (e) The current officers Xxxx Lap Woon shall have tendered her resignation as an officer and directors director of the Company shall have tendered their resignations effective as of the date of Closing, and the current directors Xxxx Xx Tsun shall have been appointed persons designated by Buyers the remaining director as a successor members member of the Board of Directors to fill the vacancies vacancy created by the resignation of the current directorsXxxx Lap Woon.