Target’s Conditions Sample Clauses

Target’s Conditions. The obligation of the Target and the Shareholder to complete the transactions contemplated by this Agreement will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Target and may be waived by the Target in its discretion: (a) the representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date and with the same effect as if made at and as of Closing and the Target will have received from the Purchaser a certificate executed by an officer of the Purchaser certifying that the representations and warranties of the Purchaser set forth in this Agreement are true and correct as at the Closing Date; (b) the Purchaser will have performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) this Agreement, the Transaction Documents and all other documents necessary or reasonably required to consummate the transactions contemplated hereby, all in form and substance satisfactory to the Target will have been executed and delivered to the Target; (d) the Target and its accountants will be reasonably satisfied with their review of the Purchaser Financial Statements; (e) all consents, renunciations, authorizations or approvals of third parties, which, in the Target’s reasonable opinion are necessary to give effect to the transactions contemplated herein, must be obtained to the Target’s satisfaction or in accordance with the relevant agreements, covenants or applicable law; (f) no Material Adverse Effect will have occurred with respect to the business of the Purchaser; (g) the Consideration Shares will have been delivered in accordance with Section 6.3; and (h) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the transactions contemplated by this Agreement and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the transactions contemplated by this Agreement.

Target’s Conditions. The obligation of the Target to complete the transactions contemplated by this Agreement will be subject to the satisfaction of, or compliance with, at or before the Closing, of the conditions precedent set forth below: (a) the representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser will have performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, will have been executed and delivered to the Target; (d) the Target and its accountants will be reasonably satisfied with their review of the Purchaser Financial Statements; (e) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the transactions contemplated by this Agreement, and no action or Proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the transactions contemplated by this Agreement; (f) no Material Adverse Effect will have occurred with respect to the Purchaser Business;