Common use of Obligations of the Shareholders Clause in Contracts

Obligations of the Shareholders. The obligation of the Shareholders to effect the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of Purchaser set forth in this Agreement (excluding any representation or warranty that refers specifically to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date) shall have been accurate in all material respects as of the date hereof an shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any update of or modification to the Purchaser Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded, and (ii) any inaccuracy that results from or relates to the taking of any action contemplated by this Agreement shall be disregarded). (b) Each of the covenants and obligations that Purchaser is required to comply with or to perform at or prior to the Closing shall have been complied with or performed in all material respects. (c) The following documents shall have been delivered to the Shareholders or other parties, as applicable, and shall be in full force and effect: (i) a certificate, executed on behalf of Purchaser by an executive officer of Purchaser, confirming that the conditions set forth in paragraphs "(a)," "(b)" and "(d)" of this Section 8.3 have been duly satisfied; (ii) Employment Agreements in the form attached hereto as Exhibits H-1, H-2 and H-3 have been delivered to the parties named therein; and (iii) all other documents and agreements to be delivered by the Purchaser as specified in Section 1.4 hereof shall have been delivered as provided herein. (d) There shall have been no material adverse change in the financial condition or results of operations of the Purchaser since the date of this Agreement; provided, however, that for purposes of determining whether there shall have been any such material adverse change, any adverse change resulting from or relating to the announcement or pendency of the Closing or any of the other transactions contemplated by this Agreement shall be disregarded, and any adverse change resulting from or relating to the taking of any action contemplated by this Agreement shall be disregarded.

Obligations of the Shareholders. The obligation obligations of the Shareholders Buyer to effect consummate the Closing is are subject to the satisfaction, at or prior to the Closing, satisfaction of each of the following conditionsconditions unless waived by the Buyer to the extent permitted by law: (a) The representations and warranties of Purchaser set forth in this Agreement (excluding any representation or warranty that refers specifically to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date) Concurrently herewith, Buyer shall have been accurate in all material respects as of the date hereof an shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, received (i) any update certificates, with appropriate transfer stamps, if any, affixed thereto, evidencing all of or modification the Shares duly endorsed for transfer to the Purchaser Disclosure Schedule made Buyer with appropriate stock powers duly endorsed in blank or purported accompanied by other duly executed instruments of transfer, in each case transferring title to have been made after such Shares to the date Buyer free and clear of this Agreement shall be disregardedall Share Encumbrances, and (ii) any inaccuracy that results from or relates to counterparts of each of the taking Ancillary Agreements executed by each of any action contemplated by this Agreement shall be disregardedthe Shareholders and such other Persons party thereto (other than the Buyer). (b) Each Concurrently herewith, Buyer shall have received bills of sale and other appropriate transfer documentation in order to vest in Buyer all of the covenants Shareholders’ right, title and obligations that Purchaser is required to comply with or to perform at or prior interest in and to the Closing shall have been complied with or performed in Assets free and clear of all material respectsEncumbrances. (c) The following documents Concurrently herewith, Buyer and ▇▇▇▇▇▇▇▇▇ shall have been entered into an employment and consulting agreement in substantially the form set forth on Exhibit D (the “Employment and Consulting Agreement”) for ▇▇▇▇▇▇▇▇▇ to render marketing and sales consulting services for the Business. (d) Concurrently herewith, all of the Shareholders shall have executed and delivered to Buyer a noncompetition agreement (collectively, the Shareholders or other parties, as applicable, and shall be “Noncompetition Agreements”) substantially in full force and effect:the form of Exhibit E hereto. (ie) a certificateConcurrently herewith, executed on behalf Buyer shall have received an opinion of Purchaser by an executive officer counsel from counsel to the Companies, dated as of Purchaserthe Closing Date, confirming that the conditions set forth in paragraphs "(a)," "(b)" and "(d)" of this Section 8.3 have been duly satisfied; (ii) Employment Agreements in the form attached hereto as Exhibits H-1Exhibit F which opinion shall state, H-2 if Buyer so requests, that Buyer’s lenders or other financing sources may rely on such opinion as if it were addressed directly to such parties. (f) Concurrently herewith, Buyer shall have received a copy of (i) the certificates of incorporation, as amended (or similar organizational documents), of the Companies, certified by the secretary of state (or other relevant authority) of the relevant jurisdiction, as of a date not unreasonably prior to the Closing Date and H-3 accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated as of the Closing Date, stating that no amendments have been made to such certificate of incorporation (or similar document) since such date, and (ii) the by-laws (or similar organizational documents) of the Companies, certified by the Secretary or Assistant Secretary of such entity. (g) Concurrently herewith, Buyer shall have received good standing certificates or other evidence satisfactory to the Buyer for the Companies from the secretary of state (or other relevant authority) of the jurisdiction in which such entity is incorporated or organized and from the secretary of state in each other jurisdiction in which the Companies are qualified to do business as a foreign corporation, in each case dated as of a date not unreasonably prior to the Closing Date. (h) Concurrently herewith, all of the Shareholders and their respective Affiliates shall have executed and delivered to Buyer terminations of any agreements between such Persons and the Companies, including with respect to the Owned Intellectual Property, and all costs, fees and expenses of the Companies incurred in connection therewith and not paid prior to the determination of the Closing Date Cash Balance shall be included in the determination of Company Transaction Expenses to be deducted from the Purchase Price on the Closing Date. (i) Concurrently herewith, all of the Shareholders shall have provided to Buyer a release, in form and substance reasonably acceptable to the Buyer, releasing the Buyer, the Companies and any of their respective Affiliates from any moneys, liabilities or obligations, contingent or otherwise, (including pursuant to any claim, demand, proceeding, cause of action or order) owing to such Shareholder by the Buyer, the Companies or any of their respective Affiliates, in each case, other than (i) any obligation of the Companies arising under any Ancillary Agreement after the Closing or in connection with employment or engagement of such Shareholder after the Closing, (ii) any claim arising under this Agreement or (iii) any claim for indemnification arising under the charter, bylaws or other organizational documents of the Companies or Applicable Law. (j) Concurrently herewith, the Companies shall have delivered to the parties named therein; and Buyer evidence reasonably satisfactory to the Buyer demonstrating that all Company Transaction Expenses have been paid (iii) all other documents and agreements or arrangements for the payment thereof reasonably satisfactory to be delivered by the Purchaser as specified in Section 1.4 hereof Buyer shall have been made) and that each of the Persons to whom Company Transaction Expenses are to be paid shall have delivered as provided hereinto the Companies written confirmation (in form and substance reasonably satisfactory to the Buyer) that all amounts owed to such Persons for Company Transaction Expenses have been paid in full or can be paid concurrent with the Closing and confirming that neither the Companies nor the Buyer will have any further liability to such Person for any Company Transaction Expenses (including any such Company Transactions Expenses that may be incurred after the Closing) other than for services rendered after the Closing at the request of the Buyer or the Companies made at any time after the Closing. (dk) There Concurrently herewith, the Buyer shall have received executed payoff letters with respect to the Closing Date Debt, which payoff letters shall be in form and substance reasonably acceptable to the Buyer. (l) Concurrently herewith, all of the directors and officers of the Companies shall have resigned, if so requested by the Buyer from their respective offices effective as of the Closing Date, and the Buyer shall have been no material adverse change provided with evidence of such resignations in form reasonable satisfactory to the financial condition or results of operations of Buyer. (m) Prior to the Purchaser since the date of this Agreement; providedClosing, however, that for purposes of determining whether there Limited and ▇▇▇▇▇▇▇ shall have been any such material adverse change, any adverse change resulting from or relating entered into a “Settlement Agreement and Release for Phantom Stock Benefits” in a form mutually agreeable to the announcement or pendency of parties hereto (the Closing or any of the other transactions contemplated by this Agreement shall be disregarded, and any adverse change resulting from or relating to the taking of any action contemplated by this Agreement shall be disregarded“Settlement Agreement”).