MTSC » Topics » ARTICLE VII CONDITIONS PRECEDENT TO THE PURCHASERS OBLIGATIONS
This excerpt taken from the MTSC 8-K filed Oct 2, 2008.
CONDITIONS PRECEDENT TO THE PURCHASERS OBLIGATIONS
obligations of the Purchaser to consummate the transactions contemplated by
this Agreement are subject to the fulfillment or satisfaction on and as of the
ClosingDate of each of the
following conditions (any one or more of which may be waived by the Purchaser,
in Purchasers sole discretion, but only in writing signed by the Purchaser):
of Representations and Warranties.
The representations and warranties of the Sellers and the Owners set
forth in this Agreement that are qualified as to materiality shall be true and
correct in all respects as so qualified, and all other representations and
warranties of the Sellers and the Owners set forth in this Agreement
shall be true and correct in all material respects, except to the extent such
representations and warranties are specifically made as of a particular date
(in which case such representations and warranties shall be true and correct as
of such date).
7.2 Covenants. The Sellers shall have performed or complied
in all material respects with all of its agreements and covenants required to
be performed or complied with under this Agreement as of or prior to the
7.3 Third-Party Consent. The Sellers shall have received any and all
the third-party consent or agreement confirmed by both the Sellers and the
Purchaser necessarily required for the due and legal transfer of any of the
Acquired Assets. And each such consent
or agreement has been provided to the Purchaser for information at or prior to
the Closing Date.
7.4 Employee Incentive Plan. The
Sellers shall have entered into the settlement agreement with each of the
unregistered employee shareholder of each of the Sellers regarding the
reimbursement for the appreciation value of the interest in the shares held by such
unregistered employee shareholders. And
the Purchaser shall have received all the release letters or waivers issued by
each of the unregistered employee shareholders from any and all rights in
connection with the shareholders interest and endorsed by each of the existing
Sellers and the Owners.
7.5 Employment. The
Sellers shall have confirmed all of
the employees specified in Exhibit [N] (as described in Section 3.3 above) have
accepted employment agreements with the Purchaser under terms no less favorable
than the former agreement with the Sellers.
7.6 Owned Property. The
Sellers shall have obtained the complete title and ownership to any and all the
Owned Property as described in Schedule 4.14(a).
Litigation. No Law entered, enacted,
promulgated, enforced or issued by any Governmental Entity or other legal
restraint or prohibition shall be in effect, and no Legal Proceeding shall be
pending or threatened by or before any Governmental Entity, that (a) seeks
to prohibit, restrain or obtain Damages or other relief in connection with the
consummation of the transactions contemplated by this Agreement; (b) could impact in any material respect the Acquired Assets following the
Closing Date, either in title, enforceability or other respects; or (c) could
impair in any material respect the ability of the Purchaser to operate the
Business following the ClosingDate.
Material Adverse Effect. There shall
not have been any change in the Business which has resulted in a Material
Adverse Effect since the Balance SheetDate, and
no event shall have occurred since such date, or circumstance be in existence
that could reasonably be expected to have a Material Adverse Effect.
7.9 Assistance. The
Sellers and the Owners shall from time to time provide to the Purchaser copies of the required documents and evidence
that may be required for the Purchaser
to verify that a Condition Precedent has been fulfilled. The
Purchaser shall notify the
Sellers in writing (the Closing Notice)
as soon as it believes in its sole discretion that
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