Common use of Condition Precedent to Seller’s Obligations Clause in Contracts

Condition Precedent to Seller’s Obligations. The obligations of Seller to perform Seller’s obligations at the Closing under this Agreement are and shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date. (a) All of the representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same effect as if made on and as of such date; (b) Buyer shall have performed, observed, and complied with all covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with on Buyer’s part prior to or as of the Closing Date, including, without limitation, payment of the Purchase Price; and (c) the Plat shall have been recorded. If any of the foregoing conditions benefiting the Seller have not been satisfied as of the Closing Date, and such non-satisfaction is not a result of a Seller default hereunder, then Seller may, in Seller’s sole discretion: (i) terminate this Agreement by delivering written notice to the Buyer, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be released to Seller in accordance with Section 4 of this Agreement, unless the failure of the condition precedent is the recording of the Plat in which case the ▇▇▇▇▇▇▇ Money Deposit shall be immediately returned to the Buyer (unless otherwise provided for in Section 4), and the Parties shall be released from any further liability or obligation hereunder except for those rights and obligations which specifically survive termination hereunder, (ii) the Seller may waive such condition and elect to close, notwithstanding the non-satisfaction of such condition without increase in the Purchase Price, or (iii) extend the Closing Date for thirty (30) days to permit the conditions to be met and, if such condition(s) are still not met at the end of such extension, elect to pursue either option (i) or (ii).

Condition Precedent to Seller’s Obligations. The Seller's obligations of Seller to perform Seller’s obligations at the Closing under this Agreement are and shall be subject contingent, at Seller's exclusive option, to the satisfaction fulfillment, prior to or at Closing of each of the following conditions on conditions. Should the Buyer fail to satisfy any of the following conditions, the Seller may elect to terminate this Agreement in its entirety without any further legal obligation, or prior claim, financial or otherwise, to or from the Closing DateBuyer. Notwithstanding the above, Seller shall have the right to waive any of the contingencies specified in this Agreement, to proceed, at Seller's election, to fully perform this Agreement as though said contingencies had been fully performed or satisfied. (a) All Buyer shall provide Seller with a certification as of the Closing Date that all of the Buyer's representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date with the same effect as if made on and as of such date;Buyer shall have performed all its agreements herein required to be performed by it prior to Closing. (b) Buyer shall have performeddeliver to Seller certificates in the name of Seller for Three Hundred Twelve Thousand, observed, and complied Five Hundred (312,500) shares of IDT Stock as set forth in Paragraph 3(a). (c) Buyer shall provide Seller with all covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with on Buyer’s part prior to or a certification as of the Closing DateDate that no litigation or proceeding shall be pending or threatened to restrain, includingset aside or invalidate the transactions contemplated in this Agreement, without limitation, payment or which seeks to impose upon or recover from the Buyer substantial damages or costs. (d) Buyer shall have delivered or caused to be delivered to Seller a certificate or certificates of the Purchase Price; andSecretary or Assistance Secretary thereto stating that the resolutions by its Board of Directors authorizing the actions taken in connection with the transactions contemplated by this Agreement, including the execution and delivery of this Agreement, were duly adopted and continue in force and effect (a copy of such resolutions to be annexed to such certificate) and a certificate or certificates setting forth the authority, incumbency and specimen signatures of its officers executing this Agreement and the closing documents. (ce) the Plat The Buyer shall have been recorded. If any of the foregoing conditions benefiting delivered, or caused to be delivered, to the Seller have not been satisfied a certificate executed by an authorized officer as of the Closing DateDate stating all terms, conditions and such non-satisfaction is not a result provisions of a Seller default hereunder, then Seller may, in Seller’s sole discretion: (i) terminate this Agreement by delivering written notice to the Buyer, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be released to Seller in accordance with Section 4 of this Agreement, unless the failure of the condition precedent is the recording of the Plat in which case the ▇▇▇▇▇▇▇ Money Deposit shall be immediately returned to the Buyer (unless otherwise provided for in Section 4), and the Parties shall be released from any further liability or obligation hereunder except for those rights and obligations which specifically survive termination hereunder, (ii) the Seller may waive such condition and elect to close, notwithstanding the non-satisfaction of such condition without increase in the Purchase Price, or (iii) extend the Closing Date for thirty (30) days to permit the conditions required to be met and, if such condition(s) are still not met at the end of such extension, elect to pursue either option (i) or (ii)by Seller have been fully and completely complied with.