Conditions Precedent to the Closing Date; Obligations of the Company Hereunder Sample Clauses

Conditions Precedent to the Closing Date; Obligations of the Company Hereunder. All obligations of SWANK under this Agreement with respect to the exchange of the Shares on the Closing Date are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, except to the extent that KENS may waive any one or more thereof: (i) The representations and warranties of the Company contained in this Agreement (including the information contained in the schedules delivered pursuant to this Agreement, collectively referred to as the “Representations and Warranties”) shall be true on and as of the Closing Date, with the same effect as if said representations and warranties had been made on and as of the Closing Date; the Company shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; except as disclosed in the Schedules hereto, since the respective dates of the Financial Statements, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of the Company; and KENS shall have been furnished with a certificate of the Company, dated the Closing Date, certifying (A) in such detail as KENS may request, to the fulfillment of the foregoing conditions and (B) that to the best of its knowledge no fact or condition exists or is contemplated or threatened which might result in the future in a material adverse change in the business, operations, results of operations or condition (financial or otherwise) or prospects of the Company. (ii) Except as may otherwise have been approved by ▇▇▇▇ in writing or as otherwise disclosed to the Corporation, since the respective dates of the Financial Statements, the business of the Company shall have been conducted only in the ordinary course, and KENS shall have been furnished with a certificate of the Company, dated as of the Closing Date, certifying, in such detail as KENS may request, to the fulfillment of the foregoing conditions. In this regard, the Company shall deliver schedules supplementary to the schedules described in this Agreement, which supplementary schedules shall be dated as of the Closing Date, and shall show the changes, if any, to the schedules delivered on or prior to the date of execution of this Agreement, and indicate the authority for each such change. Furthermore, the Company represents to KENS that prior to closing it shall have caused its indebtedness to be converted to equity. (i...