Common use of Conditions to Obligation to Close Clause in Contracts

Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions: (a) A ▇▇▇▇ of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by ▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇ Bank shall release its lien on any, and all, of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreement.

Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions: (a) A ▇B▇▇▇ of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by ▇S▇▇▇▇▇▇ Bank and ▇S▇▇▇▇▇▇ Bank shall release its lien on any, and all, of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreement.

Conditions to Obligation to Close. Each and every 8.1 The obligation of Buyer and Seller to consummate the transactions to be performed by it in connection with the Closing on the Closing Date shall be is subject to the satisfaction of the following conditions: (a) A ▇▇▇▇ the Company and the Shareholders shall have procured all of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring third party consents necessary to Buyer all right, title and interest in and to any and all personal property comprising Assetsconsummate this transaction for the sale of the Shares; (b) Seller the Parties shall provide releases have received all required authorisations, consents and approvals of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets governments and not theretofore released, terminated or satisfied of recordgovernmental agencies; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by M▇ ▇▇▇▇▇▇▇ Bank and M▇ ▇▇▇▇▇▇▇ Bank shall release its lien on any, and all, have each entered into their respective Employment Contracts; (d) the Parties shall have entered into the Tax Deed; (e) the Buyer shall have received audited accounts of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable the Company for the completion period ended 3 December 1997 which shall be reasonably satisfactory in form and substance to the Buyer; (f) all actions to be taken by the Company or the Shareholders in connection with consummation of such an agreementthe transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; (g) any necessary waivers or consents having been obtained so as to enable the Buyer to be registered as the holder of the Shares; (h) the Buyer shall have received duly executed stock transfer forms in its favour from each of the Shareholders in respect of the Shares being sold by each of them, together with the share certificates relating to the Shares; (i) the Buyer shall have received all land certificates, charge certificates and leases, title deeds and other documents relating to the Property (save to the extent that the same are in possession of mortgagees); (j) the Buyer shall have received the common seals, certificates of incorporation and the statutory books for the Company properly completed up to Closing; (k) the Shareholders shall have each signed a power of attorney in the agreed form enabling the Buyer to vote on the Shares pending their registration in the Buyer's name in the Company's register of members. 8.2 The Buyer may waive in writing any condition specified in Clause 8.1.

Conditions to Obligation to Close. Each and every (a) Conditions to Obligation of the Purchaser. The obligation of Buyer and Seller the Purchaser to consummate the transactions to be performed by it in connection with the Closing on the Closing Date shall be is subject to the satisfaction or waiver of the following conditions: (ai) A ▇▇▇▇ of Sale executed by Seller the representations and warranties set forth in the form attached hereto Section 3 above that are qualified as "Exhibit 8(a)" selling, assigning to their materiality shall be true and transferring to Buyer correct and any such representations and warranties that are not so qualified shall be true and correct in all right, title material respects at and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in Date (as though made then and as though the form Closing Date were substituted for the date of "Exhibit 8(dthis Agreement)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (eii) The appropriate assignments necessary to transfer record ownership of the Sellers and the Company shall have performed and complied with all of their respective covenants hereunder in all material respects through the intellectual property of Seller, in a form acceptable to BuyerClosing; (fiii) Seller there shall not be any injunction, judgment, order, decree, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement, and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (iv) [intentionally omitted]; (v) the Sellers shall have delivered to Buyer an executed Consent the Purchaser a certificate to Use of Names the effect that the conditions specified above in Section 9(a)(i) and (ii), as they pertain to the form attached hereto as Exhibit "8(f)"; andCompany, have been satisfied in all respects; (gvi) Seller all applicable waiting periods (and Buyer any extensions thereof) under the Hart-Scott-Rodino Act shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by ▇▇▇ ▇▇▇▇▇▇▇ Bank and ▇▇ ▇▇▇▇▇▇▇ Bank herwise been terminated; (vii) the Sellers shall release its lien on anyhave delivered to the Purchaser all of the items under Section 2(g) herein (other than the item contemplated under Section 2(g)(i)); (viii) there shall be no payables or receivables between the Sellers and the Company or between Affiliates of the Sellers and the Company; (ix) if applicable, and all, the Sellers shall delivered the spousal consents substantially in the form of Seller's assetsExhibit G hereto; and (x) the Purchaser Financing contemplated by the Financing Commitment Letter shall have been funded in accordance with the terms of the Financing Commitment Letter. Seller shall provide The Purchaser may waive any consent condition specified in this Section 9(a) if it executes a writing so stating at or authorization necessary or reasonable for prior to the completion of such an agreementClosing.

Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions: (a) A Buyer and Tom Hilleary shall have ente▇▇▇ ▇▇▇▇ ▇▇ employment and noncompetition agreement (the "Employment Agreement") on terms satisfactory to Buyer, pursuant to which Mr. Hilleary will (i) ▇▇▇▇me President of Sale executed Buyer, and (ii) be responsible for the business and market development of Buyer. The Employment Agreement will provide that Mr. Hilleary will be paid, ▇▇ addition to any other compensation, $50,000 in equal amounts over the first 12 months of his employment with Buyer. The Employment Agreement will also provide that Mr. Hilleary will receive a ▇▇▇ time bonus of $25,000 when and if the value of payments actually received by Seller Buyer for sales of products at standard prices by the Buyer to Praxair for use in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest Pacific Gas & Electric monitoring program exceed $1,000,000 in and to any and all personal property comprising Assetsthe aggregate; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected have provided Buyer with respect written confirmation, satisfactory to any Buyer, of the Assets termination of the Cross-Investment Agreement between Seller and not theretofore released, terminated or satisfied of recordTalon Interactive ("Talon"); (c) Seller shall provide written consents of any third parties necessary to permit have provided Buyer an executed Consent and Estoppel Certificate in the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyerform attached hereto as Exhibit B; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names Name in the form attached hereto as Exhibit "8(f)"; andC; (ge) Each of Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A5(A) and 7(B5(C), hereof, as applicable, remain true; and (hg) Buyer and Talon shall have entered intointo a Sublease Agreement, and be prepared on terms satisfactory to close onBuyer, an agreement acceptable with regard to it, pursuant to which it will repurchase receivables held by ▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇ Bank shall release its lien on any, and all, of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreementLocation.

Conditions to Obligation to Close. Each and every (a) Conditions to Obligation of the Buyer ------------------------------------- The obligation of the Buyer and Seller to consummate the transactions to be performed by it in connection with the Closing on the Closing Date shall be is subject to the satisfaction of the following conditions: (ai) A ▇▇▇▇ the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct (and such representations and warranties that are not qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all material respects) at and as of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising AssetsClosing Date; (bii) Seller the Sellers shall provide releases have performed and complied with all of their covenants hereunder in all financing statements material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or other evidences charge in effect or threatened preventing consummation of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of recordtransactions contemplated by this Agreement; (civ) Seller the Sellers shall provide written consents of any third parties necessary have delivered to permit the valid and effective sale, assignment, transfer and conveyance Buyer a certificate to the effect that each of the Assets to Buyerconditions specified above in Section 7(a)(i)-(ii) is satisfied in all respects; (dv) The the Buyer shall have received from counsel to the Sellers an opinion of counsel for Sellerin form and substance as set forth in Exhibit D attached hereto, addressed to the Buyer, and dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (gvi) Seller all consents, waivers, approvals or other action required with connection with the execute, delivery and performance of this Agreement ("Consents") by the Sellers and all Consents required of the Company and the Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; andbeen obtained; (hvii) Buyer shall have entered intoKnight, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by ▇▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇▇▇ Bank shall have entered into Employment Agreements with the Company substantially in the forms attached as Exhibits E-1, E-2 and E-3 hereto, respectively; (viii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into an employment agreement with the Company in form and substance acceptable to the Buyer; (ix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company; (x) the Company shall have obtained a release its lien on anyfrom ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in form and substance satisfactory to the Buyer; (xi) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and all, of Seller's assetsother documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. Seller shall provide The Buyer may waive any consent condition specified in this Section 7(a) if it executes a writing so stating at or authorization necessary or reasonable for prior to the completion of such an agreementClosing.