Common use of Post-Closing Conditions Clause in Contracts

Post-Closing Conditions. The obligation of the Escrow Agent to ------------------------ deliver the Purchase Price to the Seller, and the Seller's Common Stock to the Buyer, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition"), any of which may be waived by the Buyer in their sole discretion: (i) Delivery of such copies of the Company's books and records as indicated by Buyer; (ii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation; (iii) There are no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a); (iv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein; (v) Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by them; and (vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer.

Post-Closing Conditions. The obligation of the Escrow Agent to ------------------------ deliver the Purchase Price to the Seller, and the Seller's Common Stock to the Buyer, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition"), any of which may be waived by the Buyer in their sole discretion: (i) Delivery of such copies of the Company's books and records as indicated by Buyer; (ii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation; (iii) There are no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a); (iv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein; (v) Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by them; and (vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer.

Post-Closing Conditions. The obligation of the Escrow Agent to ------------------------ deliver (i) the Settlement Payments to the Creditors (ii) the Retainer Fee to Gottbetter & Partners, LLP, and (iii) the Balance Purchase Price to the Seller, and the Seller's Common Stock to the BuyerSellers, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition")) , any of which may be waived by the Buyer in their its sole discretion: (i) Sellers obtain resignations of all officers and directors of the Company and deliver same to Escrow Agent; (ii) The Company becomes current in its reporting obligations as required by the Securities Exchange Act of 1934; (iii) The Company files a current report on Form 8-K disclosing the dissolution of Lightseek Limited and the change of control contemplated by this Agreement; (iv) The Letter Agreement is delivered to the Escrow Agent; (v) Delivery of such copies of the Company's books and records as indicated by Buyerrecords; (iivi) Copies of releases signed by each of the Company's Creditors have been deliver to Escrow Agent; (vii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller Sellers will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation; (iiiviii) There are will be no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a)what may be disclosed in the Company's financial statements for the fiscal year ended December 31, 2003, and there are no undisclosed or contingent liabilities; (ivix) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein, other than the issuance of the Company's common stock to Jackson Steinem, Inc.; (vx) Seller Sellers shall have performed and satisfied all xxx xxxisxxxx xxl covenants and conditions required by this Agreement to be performed or satisfied by them; and (vixi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Sellers' Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer.

Post-Closing Conditions. The obligation of On or before the Escrow Agent to ------------------------ deliver date that is fifteen (15) days after the Purchase Price Closing Date (except with respect to the Sellerconditions set forth in Section 4.2(f), and the Seller's Common Stock to the Buyerwhich must be satisfied earlier), is subject to the fulfillment of each of the following conditions (subsequent shall be satisfied, in the "Post-Closing Condition"), any sole judgment of which may be waived by the Buyer in their sole discretionXxxxxx: (a) Lender shall have received (i) Delivery of such copies the Charter and Good Standing Documents, all in form and substance acceptable to Lender, and (ii) a certificate of the Company's books corporate secretary or assistant secretary of Xxxxxxxx (as applicable) dated as of the date of the Charter and records Good Standing Documents, as indicated by Buyerto the incumbency of and signature of the Persons executing the Charter and Good Standing Documents, all in form and substance acceptable to Lender; (iib) Buyer is satisfied Borrower shall be in compliance with the condition Section 6.5, and Lender shall have received original certificates of the Company following a due diligence review all insurance policies of the books, records, business Borrower confirming that they are in effect and affairs of the Company. Seller will ensure that the Company will provide Buyer premiums due and their agents complete access to all of the Company's booksowing with respect thereto have been paid in full and naming Lender a-s loss payee or additional insured, records and personnel for purposes of conducting Buyer's investigationas appropriate; (iiic) There are no material liabilities on Lender shall have received copies of all Permits required for Borrower to conduct the books business in which it is currently engaged or is contemplated pursuant to the DIP Loan Documents, the absence of the Companywhich could reasonably be expected to be, other than as set forth on Exhibit 4(i)(a)have or result in a Material Adverse Effect; (ivd) There have been no changes in On or before the Company's business or capitalization between tenth (10th) day after the date of signing this Agreement and the date the Post-Closing Conditions have been satisfiedDate, other than as required herein; (v) Seller Borrower shall have performed delivered to Lender Schedules 5.4 and satisfied all covenants 5.11 to this Agreement, which shall be subject to Lender's review and conditions required by this Agreement to be performed or satisfied by them; and (vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunderapproval, the result of which could prevent or make illegal the consummation of such transferin its Permitted Discretion.