Laserfiche WebLink
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 Insurance. <br /> (c) Material Adverse 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 executed 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 />