Common use of Conditions to the Obligations of Seller to Effect the Transactions Contemplated Hereby Clause in Contracts

Conditions to the Obligations of Seller to Effect the Transactions Contemplated Hereby. The obligations of Seller to effect certain of the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Subsequent Closing, of each of the following conditions, unless waived in writing by Seller: (a) The representations and warranties of Buyer contained in this Agreement shall be true and correct on the Closing Date; (b) Buyer shall have performed in all material respects all obligations and agreements and complied with all covenants contained in this Agreement or in any document delivered in connection herewith, that are required to be performed and complied with by it on or before the Closing Date; (c) Seller shall have received a certificate executed by a duly authorized officer of Buyer, dated the Closing Date, certifying that the conditions specified in Section 7.2(a) and (b) have been satisfied; (d) US Highland, Inc., shall have formed and organized the Buyer entity; (e) Buyer has effectuated the initial payment contemplated in Section 7.1(j); (f) Buyer shall have executed and delivered the Promissory Note to Seller; (g) Buyer shall have executed and delivered the Lease to Seller; and (h) Buyer shall have executed and delivered the Stockholders Agreement to Seller.

Conditions to the Obligations of Seller to Effect the Transactions Contemplated Hereby. The obligations of Seller to effect certain of the transactions contemplated by this Agreement are hereby shall be further subject to the satisfaction, on fulfillment at or before prior to the Subsequent Closing, of each Closing Date of the following conditions, unless any one or more of which may be waived in writing by Seller: (a) The Buyer shall have executed and delivered to Seller the documents required to be delivered pursuant to SECTION 3.2; (b) All information required to be furnished or delivered by Buyer pursuant to this Agreement shall have been furnished or delivered as of the date hereof and the Closing Date as required hereunder; the representations and warranties of made by Buyer contained in this Agreement ARTICLE V hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; and Seller shall have received a certificate dated the Closing Date, executed by an authorized officer of Buyer to such effect; (bc) Buyer shall have duly performed in all material respects all obligations of the covenants, agreements, and agreements and complied with all covenants conditions contained in this Agreement or in any document delivered in connection herewith, that are required to be performed and complied with by it Buyer on or before the Closing Date; (c) , and Seller shall have received a certificate dated the Closing Date, executed by a duly an authorized officer of Buyer, dated to such effect; and (d) All documents required to have been delivered by Buyer to Seller, and all actions required to have been taken by Buyer, at or prior to the Closing Date, certifying that the conditions specified in Section 7.2(a) and (b) shall have been satisfied; (d) US Highland, Inc., shall have formed and organized the Buyer entity; (e) Buyer has effectuated the initial payment contemplated in Section 7.1(j); (f) Buyer shall have executed and delivered the Promissory Note to Seller; (g) Buyer shall have executed and delivered the Lease to Seller; and (h) Buyer shall have executed and delivered the Stockholders Agreement to Selleror taken.