Common use of Transferee’s Obligations Clause in Contracts

Transferee’s Obligations. The obligation of Transferee to pay the Purchase Price and assume the Assumed Liabilities is subject to the satisfaction (or waiver by Transferee) on the Closing Date of the following conditions: i. The representations and warranties of Transferor made in this Agreement shall be true and correct in all respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent of changes caused by the transactions expressly contemplated herein. ii. Transferor shall have performed or complied in all respects with all obligations and covenants required by this Agreement to be performed or complied with by Transferor by the time of the Closing. iii. No suit or proceeding shall be pending nor shall any injunction or order of any court or administrative agency of competent jurisdiction be in effect as of the Closing which restrains or prohibits the purchase and sale of the Assets or the exercise by Transferor or Transferee of control over the Assets. iv. Transferee shall have obtained any and all necessary approvals of its Board of Directors and Shareholders for the execution and delivery of this Agreement and the Other Agreements contemplated hereby and the performance by Transferee of its obligations thereunder and hereunder.