CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. All obligations of the Shareholders under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by the Shareholders.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The obligations of Shareholders to consummate and effect the transactions contemplated hereunder shall be subject to the satisfaction of the following conditions, or to the waiver thereof by Shareholders before the Closing Date:
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The Shareholders’ obligations to sell the Shares and to close the transactions as contemplated by this Agreement shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date unless specifically waived in writing by the Shareholders in whole or in part at or prior to the Closing:
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The sale of their Capital Stock by Shareholders is subject to the conditions set forth in this Article for the exclusive benefit of Shareholders to be fulfilled on or prior to the Closing Date. Shareholders may, however, waive the fulfillment of any of these conditions, either before or after the Closing Date, but any waiver, to be binding upon Shareholders, must be by a writing executed by, or on behalf of, them. IBS shall use commercially reasonable efforts to cause each condition to be fulfilled.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The obligations of the Shareholders are subject to the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. 28 6.1 Accuracy of Representations and Warranties and Compliance with Obligations 28 6.2 Signing and Delivery of Instruments 28 6.3 Unfavorable Action or Proceeding 28 6.4 Governmental Authorizations 28 ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER 28 7.1 Accuracy of Representations and Warranties and Compliance with Obligations 29 7.2 Governmental Authorizations 29 7.3 Signing and Delivery of Instruments 29 7.4 Unfavorable Action or Proceeding 29 7.5 No Material Adverse Change 29 7.6 Required Consents 29 7.7 Disclosure Schedules 29 7.8 Asset Purchase Agreement 29 7.9 Termination of Plans 29 7.10 Amendment of Split-Dollar Agreements 30 ARTICLE 8 TERMINATION 30 8.1 Termination 30 8.2 Termination Consequences 31 ARTICLE 9 POST-CLOSING MATTERS 31 9.1 Preservation and Access to Records After the Closing 31 9.2 Provision of Benefits of Certain Contracts 31 9.3 Employee Matters 32 9.4 Post-Closing Operations of the Company 32 9.5 Certain Employee Matters 32 9.6 Payment of Premiums 33 ARTICLE 10 SURVIVAL AND INDEMNIFICATION 33 10.1 Survival 33 10.2 Indemnification of Purchaser by Shareholders 33 10.3 Indemnification of Shareholders by Purchaser 35 10.4 Method of Asserting Claims 36 10.5 Right of Offset 38 10.6 Exclusive Remedy 39 ARTICLE 11 TAX AND COST REPORT MATTERS 39 11.1 Tax Matters 39 ARTICLE 12 MISCELLANEOUS PROVISIONS 40 12.1 Entire Agreement 40 12.2 Further Assurances and Cooperation 40 12.3 Successors and Assigns 40 12.4 Governing Law 40 12.5 Amendments 40 12.6 Notices 41 12.7 Headings 41 12.8 Confidentiality and Publicity 42 12.9 Third Party Beneficiary 42 12.10 Expenses and Attorneys’ Fees 42 12.11 No Waiver 42 12.12 Severability 42 12.13 Counterparts 43 LIST OF EXHIBITS EXHIBIT DESCRIPTION A Post-Closing Escrow Agreement B Guaranty and Suretyship LIST OF SCHEDULES SCHEDULE DESCRIPTION
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. Unless, at the Closing, each of the following conditions is either satisfied or waived by the Shareholders in writing, the Shareholders shall not be obligated to effect the transactions contemplated by this Agreement.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The obligations of Shareholders to consummate this Agreement and to deliver 24 titles of 2,000 shares each and 4 titles of 500 shares each representing 50,000 bearer Shares, numbered 1 to 50,000, of the Company shall be subject to and shall be conditioned upon each of the following conditions precedent:
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS
