Conditions to Obligations of Buyer to Proceed on the Closing Date. The obligations of Buyer to proceed on the Closing Date shall be subject (at its discretion) to the satisfaction, on or prior to the Closing, of all of the following conditions:
Conditions to Obligations of Buyer to Proceed on the Closing Date. The obligations of Buyer to proceed on the Closing Date shall be subject to the satisfaction (or waiver by the Buyer in writing), on or prior to the Closing, of all the following conditions: (a) All representations and warranties of Seller shall be true and correct as of the Closing as if made on that date; and all covenants of the Seller to be performed prior to or as of the Closing shall have been performed. (b) Buyer shall have had the opportunity prior to the Closing Date to review the business records of the Business and Buyer shall not have discovered during such review any substantial liabilities relating to the Business that were not previously disclosed to Buyer. (c) Buyer shall have the right to talk with Seller’s employees about the proposed sale of the Membership Interest and its effect upon them at any time before Closing. Buyer shall be under no obligation to hire any of Seller’s employees.
