Common use of Conditions to Obligations of Parent Clause in Contracts

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent's sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Company contained in this Agreement, the Additional Agreements and in any certificate delivered by the Company, the Manager or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate signed by the Manager of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units or the effective operation of the Business by the Company after the Closing Date. (f) Parent shall have received from each Member a general release of all claims against the Company and their officers, directors, employees and Affiliates (other than Parent solely in connection with this Agreement and the Additional Agreements) in form satisfactory to Parent. (g) Parent shall have received final Schedules unless waived in writing by Parent. (h) Parent shall have received the Financial Statements.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent's ’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (ba) All of the representations and warranties of the Target Company contained in this Agreement, the any Additional Agreements and in any certificate delivered by the Target Company, the Manager or any Member major Shareholders pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (cb) There shall have been no event, change or occurrence occurrence, which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (dc) Parent shall have received a certificate signed by the Manager of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (ed) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units Shares or the effective operation of the Business by the Company after the Closing Date. (fe) Parent shall have received from each Member major shareholder a general release of all claims against the Company and their officers, directors, employees employees, and Affiliates (other than Parent solely in connection with this Agreement and the Additional Agreements) in form satisfactory to Parent. (gf) Parent shall have received final Schedules unless waived in writing by Parent. (hg) Parent shall have received the Financial Statements.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent's ’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, the any Additional Agreements and in any certificate delivered by the Target Company, the Manager or any Member major Shareholders pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate signed by the Manager of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units or the effective operation of the Business by the Company after the Closing Date. (f) Parent shall have received from each Member a general release of all claims against the Company and their officers, directors, employees and Affiliates (other than Parent solely in connection with this Agreement and the Additional Agreements) in form satisfactory to Parent. (g) Parent shall have received final Schedules unless waived in writing by Parent. (h) Parent shall have received the Financial Statements.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent's ’s sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Company contained in this Agreement, the Additional Agreements and in any certificate delivered by the Company, the Manager Chief Executive Officer or any Member Shareholder pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate dated as of the Closing Date and signed by the Manager Chief Executive Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units Common Stock or the effective operation of the Business by the Company after the Closing Date. (f) Parent shall have received from each Member a general release of all claims against the Company and their officers, directors, employees and Affiliates (other than Parent solely in connection with this Agreement and the Additional Agreements) in form satisfactory to Parent. (g) Parent shall have received final Schedules unless waived in writing by Parent. (h) Parent shall have received the Financial Statements.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent's ’s sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Company contained in this Agreement, the Additional Agreements and in any certificate delivered by the Company, the Manager Chief Executive Officer or any Member Shareholder pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate dated as of the Closing Date and signed by the Manager Chief Executive Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units Common Stock or the effective operation of the Business by the Company after the Closing Date. (f) Parent shall have received from each Member a general release of all claims against the Company and their officers, directors, employees and Affiliates (other than Parent solely in connection with this Agreement and the Additional Agreements) in form satisfactory to ParentFinancial Statements. (g) Parent shall have received final Schedules unless waived The Company has acquired (or has an agreement in writing place to acquire) F3 Land Surveying, Inc., a California corporation, presently wholly owned by Parentthe Company Shareholders. (h) Parent shall have received the Financial Statements.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent's ’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, the any Additional Agreements and in any certificate delivered by the Target Company, the Manager or any Member major Shareholders pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate signed by the Manager of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units or the effective operation of the Business by the Company after the Closing Date. (f) Parent shall have received from each Member major shareholder a general release of all claims against the Company and their officers, directors, employees employees, and Affiliates (other than Parent solely in connection with this Agreement and the Additional Agreements) in form satisfactory to Parent. (g) Parent shall have received final Schedules unless waived in writing by Parent. (h) Parent shall have received the Financial Statements.