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such corporate documents and affidavits, including, without limitation, affidavits related to the <br />surveyed condition of the Transferred Real Property, as may be reasonably required by the Title <br />Company in connection with the issuance of the Title hisurance. <br />(c) Material AdXM Effect. No event shall have occurred and no condition <br />shall exist that constitutes or, with the giving of notice or the passage of time or both, is likely to <br />constitute a Material Adverse Effect. <br />(d) Due Diligence. The Buyer shall have completed its due diligence of the <br />Seller, the Individuals and the Purchased Assets to its reasonable satisfaction. <br />6.3 Conditions to the Obligations of the Seller and the Individuals. The obligation of <br />the Seller and the individuals to effect the Transactions shall be subject to the satisfaction, or <br />waiver by the Seller or the Individuals, at or prior to the Closing of the following conditions: <br />(a) Release of Delivered Documents. At the Closing, the Buyer will execute <br />and deliver a joint direction to release all of the following executed documents (the "Buyer <br />Escrowed Documents") from escrow as required by the Seller and the Individuals. The Buyer <br />shall also be required, within thirty (30) days after the Execution Date, to deliver all of the Buyer <br />Escrowed Documents to the Escrow Agent to be held in escrow pending the Closing, and to <br />execute and deliver a joint direction at the Closing once the Closing Notice has been delivered by <br />the Buyer. <br />(i) Buyer Closing Certificate. An executive officer of the Buyer shall <br />have delivered to the Seller and the individuals a certificate which provides that: <br />(a) the representations and warranties of the Buyer contained <br />in Section 3.3, are true and correct in all respects as of the Closing Date with the same <br />effect as though made at and as of such date (except the representations and warranties <br />that address matters only as of a specified date, which shall be true and correct in all <br />respects as of that specified, date); and <br />(b) the Buyer has performed or complied in all material <br />respects with all agreements and covenants contained in this Agreement required to be <br />performed or complied with by the Buyer on or prior to the Closing Date. <br />(ii) Buyer Certificate. The Buyer shall have delivered to the Escrow <br />Agent a certificate, dated as of the Closing Date and executcd by the secretary or <br />similar officer of the Buyer, certifying (i) as to the resolutions adopted by the members <br />of the Buyer approving this Agreement and the Transactions and authorizing certain <br />named individuals to execute and deliver this Agreement and the other Transaction <br />Documents and (ii) the incumbency and specimen signatures of each person authorized <br />to execute and deliver this Agreement and the other Transaction Documents on behalf <br />of the Buyer. <br />(iii) Delivery of Ancillary Agreements. The Buyer shall have delivered <br />to the Escrow Agent an executed copy of each of the Ancillary Agreements to which <br />the Buyer is a party. <br />29 <br />