Common use of Seller Closing Conditions Clause in Contracts

Seller Closing Conditions. Seller’s obligation to consummate the Contemplated Transaction is subject to the satisfaction of each of the following conditions (the “Seller Closing Conditions”) prior to or at Closing: (a) the representations and warranties of Purchaser and Rotate Black in Article 6 are true and correct in all material respects on the Closing Date as if made at and as of Closing; (b) Rotate Black has executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all the other material obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (c) Seller has obtained approval of this Agreement and the Contemplated Transaction by its Stockholders, board of directors and other contracted parties who have approval any changes in control; (d) since the date of this Agreement, no Governmental Authority has initiated any inquiry or investigation or requested any information from any Party regarding the Contemplated Transaction, and no Suit has been initiated or Threatened that challenges or seeks damages or other relief in connection with the Contemplated Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transaction. Seller may waive any condition specified in this Section 9.2 by a written waiver delivered to Purchaser at any time prior to or at Closing.