Common use of The Parties’ Deliveries Clause in Contracts

The Parties’ Deliveries. (a) The obligation of IDT Media to perform its obligations under this Agreement shall be subject to the satisfaction of, or waiver by IDT Media of, the following conditions precedent on or before the Closing; provided, that the waiver by IDT Media of any condition set forth in this Section 2.4(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by any Shareholder, except to the extent expressly so waived: (i) The representations and warranties of 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 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 IDT Media any and all certificates for the Transferred Shares duly endorsed by such Shareholder. (b) The obligation of each Shareholder to perform its obligations under this Agreement shall be subject to the satisfaction of, or waiver by such Shareholder of, the following conditions precedent on or before the Closing; provided, that the waiver by such Shareholder of any condition set forth in this Section 2.4(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by IDT Media or IDT, except to the extent expressly so waived: (i) the representations and warranties of 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 each Shareholder stock certificates representing such number of IDT Shares as specified in Schedule 2 containing the following restrictive legend.

The Parties’ Deliveries. (a) The obligation of IDT Media to perform its obligations under this Agreement shall be subject to the satisfaction of, or waiver by IDT Media of, the following conditions precedent on or before the Closing; provided, that the waiver by IDT Media of any condition set forth in this Section 2.4(a2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by any Shareholder▇▇▇▇▇▇▇, except to the extent expressly so waived: (i) The representations and warranties of 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 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 IDT Media Media: (A) any and all certificates for the Transferred Shares duly endorsed by ▇▇▇▇▇▇▇; and (B) such Shareholderother instruments of sale, transfer, conveyance, and assignment as IDT Media and its counsel reasonably may request. (b) The obligation of each Shareholder ▇▇▇▇▇▇▇ to perform its his obligations under this Agreement shall be subject to the satisfaction of, or waiver by such Shareholder ▇▇▇▇▇▇▇ of, the following conditions precedent on or before the Closing; provided, that the waiver by such Shareholder ▇▇▇▇▇▇▇ of any condition set forth in this Section 2.4(b2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by IDT Media or IDT, except to the extent expressly so waived: (i) the representations and warranties of 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 each Shareholder ▇▇▇▇▇▇▇ stock certificates representing such number of the IDT Shares as specified in Schedule 2 containing the following a restrictive legend.

The Parties’ Deliveries. (a) The obligation of IDT Media to perform its obligations under this Agreement shall be subject to the satisfaction of, or waiver by IDT Media of, the following conditions precedent on or before the Closing; provided, that the waiver by IDT Media of any condition set forth in this Section 2.4(a2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by any ShareholderRoman, except to the extent expressly so waived: (i) The representations and warranties of each Shareholder 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 Shareholder 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 IDT Media Media: (A) any and all certificates for the Transferred Shares duly endorsed by Roman; and (B) such Shareholderother instruments of sale, transfer, conveyance, and assignment as IDT Media and its counsel reasonably may request. (b) The obligation of each Shareholder Roman to perform its his obligations under this Agreement shall be subject to the satisfaction of, or waiver by such Shareholder Roman of, the following conditions precedent on or before the Closing; provided, that the waiver by such Shareholder Roman of any condition set forth in this Section 2.4(b2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by IDT Media or IDT, except to the extent expressly so waived: (i) the representations and warranties of 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 each Shareholder Roman stock certificates representing such number of the IDT Shares as specified in Schedule 2 containing the following a restrictive legend.

The Parties’ Deliveries. (a) The obligation of IDT Media Buyer to purchase the Purchased Shares from Sellers at the Closing and to perform its obligations under this Agreement hereunder shall be subject to the satisfaction of, or waiver by IDT Media Buyer of, the following conditions precedent on or before the Closing; provided, that the waiver by IDT Media Buyer of any condition set forth in this Section 2.4(a2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by any ShareholderSeller, except to the extent expressly so waived: (i) The representations and warranties of each Shareholder 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 Shareholder 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 IDT Media Buyer: (A) any and all certificates for the Transferred Purchased Shares duly endorsed by such ShareholderSeller; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may request. (b) The obligation of each Shareholder Sellers to sell the Purchased Shares to Buyer at the Closing and to perform its obligations under this Agreement hereunder shall be subject to the satisfaction of, or waiver by such Shareholder Seller of, the following conditions precedent on or before the Closing; provided, that the waiver by such Shareholder Sellers of any condition set forth in this Section 2.4(b2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by IDT Media Buyer or IDT, except to the extent expressly so waived: (i) the representations and warranties of IDT Media 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 each Shareholder Seller stock certificates representing such number of the IDT Shares as specified in Schedule 2 containing the following a restrictive legend.

The Parties’ Deliveries. (a) The obligation of IDT Media Buyer to purchase the Purchased Shares from Sellers at the Closing and to perform its obligations under this Agreement hereunder shall be subject to the satisfaction of, or waiver by IDT Media Buyer of, the following conditions precedent on or before the Closing; provided, that the waiver by IDT Media Buyer of any condition set forth in this Section 2.4(a2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by any ShareholderSellers, except to the extent expressly so waived: (i) The representations and warranties of each Shareholder 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 Shareholder 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 IDT Media Buyer: (A) any and all certificates for the Transferred Purchased Shares duly endorsed by such ShareholderSeller; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may request. (b) The obligation of each Shareholder Sellers to sell the Purchased Shares to Buyer at the Closing and to perform its obligations under this Agreement hereunder shall be subject to the satisfaction of, or waiver by such Shareholder Sellers of, the following conditions precedent on or before the Closing; provided, that the waiver by such Shareholder Sellers of any condition set forth in this Section 2.4(b2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by IDT Media Buyer or IDT, except to the extent expressly so waived: (i) the representations and warranties of IDT Media 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 each Shareholder Sellers stock certificates representing such number of the IDT Shares as specified in Schedule 2 containing the following a restrictive legend.