Common use of The Parties’ Deliveries Clause in Contracts

The Parties’ Deliveries. (a) The obligation of Buyer to purchase the Purchased Shares from Sellers at the Closing and to perform its obligations hereunder shall be subject to the satisfaction of, or waiver by Buyer of, the following conditions precedent on or before the Closing; provided, that the waiver by Buyer of any condition set forth in this Section 2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Sellers, except to the extent expressly so waived: (i) The representations and warranties of Sellers contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) Each Seller shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Buyer: (A) any and all certificates for the Purchased Shares duly endorsed by such Seller; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may request. (b) The obligation of Sellers to sell the Purchased Shares to Buyer at the Closing and to perform its obligations hereunder shall be subject to the satisfaction of, or waiver by Sellers of, the following conditions precedent on or before the Closing; provided, that the waiver by Sellers of any condition set forth in this Section 2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Buyer or IDT, except to the extent expressly so waived: (i) the representations and warranties of Buyer and IDT contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) IDT shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Sellers stock certificates representing the IDT Shares containing a restrictive legend.

The Parties’ Deliveries. (a) The obligation of Buyer to purchase the Purchased Shares from Sellers at the Closing and IDT Media to perform its obligations hereunder under this Agreement shall be subject to the satisfaction of, or waiver by Buyer IDT Media of, the following conditions precedent on or before the Closing; provided, that the waiver by Buyer IDT Media of any condition set forth in this Section 2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by SellersXxxxxxx, except to the extent expressly so waived: (i) The representations and warranties of Sellers Xxxxxxx contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) Each Seller Xxxxxxx shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to BuyerIDT Media: (A) any and all certificates for the Purchased Transferred Shares duly endorsed by such SellerXxxxxxx; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer IDT Media and its counsel reasonably may request. (b) The obligation of Sellers to sell the Purchased Shares to Buyer at the Closing and Xxxxxxx to perform its his obligations hereunder under this Agreement shall be subject to the satisfaction of, or waiver by Sellers Xxxxxxx of, the following conditions precedent on or before the Closing; provided, that the waiver by Sellers Xxxxxxx of any condition set forth in this Section 2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Buyer IDT Media or IDT, except to the extent expressly so waived: (i) the representations and warranties of Buyer IDT Media and IDT contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) IDT shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Sellers Xxxxxxx stock certificates representing the IDT Shares containing a restrictive legend.

The Parties’ Deliveries. (a) The obligation of Buyer to purchase the Purchased Shares from Sellers at the Closing and IDT Media to perform its obligations hereunder under this Agreement shall be subject to the satisfaction of, or waiver by Buyer IDT Media of, the following conditions precedent on or before the Closing; provided, that the waiver by Buyer IDT Media of any condition set forth in this Section 2.5(a2.4(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Sellersany Shareholder, except to the extent expressly so waived: (i) The representations and warranties of Sellers each Shareholder contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) Each Seller Shareholder shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Buyer: (A) IDT Media any and all certificates for the Purchased Transferred Shares duly endorsed by such Seller; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may requestShareholder. (b) The obligation of Sellers to sell the Purchased Shares to Buyer at the Closing and each Shareholder to perform its obligations hereunder under this Agreement shall be subject to the satisfaction of, or waiver by Sellers such Shareholder of, the following conditions precedent on or before the Closing; provided, that the waiver by Sellers such Shareholder of any condition set forth in this Section 2.5(b2.4(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Buyer IDT Media or IDT, except to the extent expressly so waived: (i) the representations and warranties of Buyer IDT Media and IDT contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) IDT shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Sellers each Shareholder stock certificates representing the such number of IDT Shares as specified in Schedule 2 containing a the following restrictive legend.

The Parties’ Deliveries. (a) The obligation of Buyer to purchase the Purchased Shares from Sellers at the Closing and to perform its obligations hereunder shall be subject to the satisfaction of, or waiver by Buyer of, the following conditions precedent on or before the Closing; provided, that the waiver by Buyer of any condition set forth in this Section 2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Sellersany Seller, except to the extent expressly so waived: (i) The representations and warranties of Sellers each Seller contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) Each Seller shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Buyer: (A) any and all certificates for the Purchased Shares duly endorsed by such Seller; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may request. (b) The obligation of Sellers to sell the Purchased Shares to Buyer at the Closing and to perform its obligations hereunder shall be subject to the satisfaction of, or waiver by Sellers Seller of, the following conditions precedent on or before the Closing; provided, that the waiver by Sellers of any condition set forth in this Section 2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Buyer or IDT, except to the extent expressly so waived: (i) the representations and warranties of Buyer and IDT contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) IDT shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Sellers each Seller stock certificates representing the IDT Shares containing a restrictive legend.

The Parties’ Deliveries. (a) The obligation of Buyer to purchase the Purchased Shares from Sellers at the Closing and IDT Media to perform its obligations hereunder under this Agreement shall be subject to the satisfaction of, or waiver by Buyer IDT Media of, the following conditions precedent on or before the Closing; provided, that the waiver by Buyer IDT Media of any condition set forth in this Section 2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by SellersRoman, except to the extent expressly so waived: (i) The representations and warranties of Sellers Roman contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) Each Seller Roman and the Company shall have entered into the Option Cancellation Agreement; and (iii) Roman shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to BuyerIDT Media: (A) any and all certificates for the Purchased Transferred Shares duly endorsed by such SellerRoman; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer IDT Media and its counsel reasonably may request. (b) The obligation of Sellers to sell the Purchased Shares to Buyer at the Closing and Roman to perform its his obligations hereunder under this Agreement shall be subject to the satisfaction of, or waiver by Sellers Roman of, the following conditions precedent on or before the Closing; provided, that the waiver by Sellers Roman of any condition set forth in this Section 2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Buyer IDT Media or IDT, except to the extent expressly so waived: (i) the representations and warranties of Buyer IDT Media and IDT contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and (ii) IDT shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Sellers Roman stock certificates representing the IDT Shares containing a restrictive legend.