Common use of Obligation of the Purchaser Clause in Contracts

Obligation of the Purchaser. The obligations of Purchaser to effect the Closing are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions: (a) The representations and warranties of the Shareholders set forth in this Agreement (excluding any representation or warranty that refers specifically to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date) shall have been accurate in all material respects as of the date hereof and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any update of or modification to the Target Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded, (ii) any inaccuracy that results from or relates to the announcement or pendency of the Closing or any of the other transactions contemplated by this Agreement shall be disregarded, and (iii) any inaccuracy that results from or relates to the taking of any action contemplated by this Agreement shall be disregarded). (b) Each of the covenants and obligations that any Shareholder is required to comply with or to perform at or prior to the Closing shall have been complied with or performed in all material respects. (c) All consents, approvals, authorizations, filings and notices identified on Part 2.26 of the Target Disclosure Schedule shall have been obtained, made or given and shall be in full force and effect. (d) The following agreements and documents shall have been delivered to the Purchaser (and, if appropriate, to the Shareholders), and shall be in full force and effect: (i) a certificate, executed by an executive officer of each of the Target Companies, confirming that the conditions set forth in paragraphs "(a)," "(b)," "(c)" and "(e)" of this Section 8.2 have been duly satisfied (ii) an opinion of Clarkson & Xxxxxx, LLC, counsel to the Shareholders, in the form attached hereto as Exhibit I; and (iii) all other documents and agreements to be delivered by the Shareholders or the Target Companies as specified in Section 1.5 hereof shall have been delivered as provided herein. (e) There shall have been no material adverse change in the financial condition or results of operations of any of the Target Companies since the date of this Agreement; provided, however, that for purposes of determining whether there shall have been any such material adverse change, any adverse change resulting from or relating to the announcement or pendency of the Closing or any of the other transactions contemplated by this Agreement shall be disregarded, and any adverse change resulting from or relating to the taking of any action contemplated by this Agreement shall be disregarded. (f) The Target Companies shall have Closing Date Working Capital of not less than $275,000 and shall have no long term Indebtedness. (g) The Purchaser shall have received equity financing, following the date hereof, in the minimum gross amount of $20,000,000.

Obligation of the Purchaser. The obligations of Purchaser to effect the Closing are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions: (a) The representations and warranties of the Shareholders Seller and the Members set forth in this Agreement (excluding any representation or warranty that refers specifically to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date) shall have been accurate in all material respects as of the date hereof and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any update of or modification to the Target Seller Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded, (ii) any inaccuracy that results from or relates to the announcement or pendency of the Closing or any of the other transactions contemplated by this Agreement shall be disregarded, and (iii) any inaccuracy that results from or relates to the taking of any action contemplated by this Agreement shall be disregarded). (b) Each of the covenants and obligations that any Shareholder Seller is required to comply with or to perform at or prior to the Closing shall have been complied with or performed in all material respects. (c) All consents, approvals, authorizations, filings and notices identified on Part 2.26 2.27 of the Target Seller Disclosure Schedule shall have been obtained, made or given and shall be in full force and effect. (d) The following agreements and documents shall have been delivered to the Purchaser (and, if appropriate, to the ShareholdersSeller), and shall be in full force and effect: (i) Non-competition Agreements in the form of Exhibit D-1 and D-2 (ii) a certificate, executed by an executive officer of each of the Target CompaniesSeller, confirming that the conditions set forth in paragraphs "(a)," "(b)," "(c)" and "(e)" of this Section 8.2 7.2 have been duly satisfied (ii) an opinion of Clarkson & Xxxxxx, LLC, counsel to the Shareholders, in the form attached hereto as Exhibit I; and (iii) all other documents and agreements to be delivered by the Shareholders or the Target Companies Seller as specified in Section 1.5 1.5(b) hereof shall have been delivered as provided herein. (e) There shall have been no material adverse change in the financial condition or results of operations of any of the Target Companies Seller since the date of this Agreement; provided, however, that for purposes of determining whether there shall have been any such material adverse change, any adverse change resulting from or relating to the announcement or pendency of the Closing or any of the other transactions contemplated by this Agreement shall be disregarded, and any adverse change resulting from or relating to the taking of any action contemplated by this Agreement shall be disregarded. (f) The Target Companies Seller shall have Closing Date Working Capital of not less than $275,000 and shall have no long term Indebtedness500,000. (g) The Purchaser shall have received equity financing, following the date hereof, in the minimum gross amount of $20,000,00013,000,000.