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Condition(s) Precedent: The obligation of the Purchaser to purchase the Shares will be subject to satisfaction or written waiver by the Purchaser of the following condition(s) (the "Conditions Precedent") within 10 days after execution and delivery of the Formal Agreement: review and approval of all materials in the possession and control of the Target and the Vendors which are germane to the decision to purchase the Shares the Purchaser and its solicitors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that both the solicitors and the Purchaser are satisfied with the results of such due diligence the Purchaser and its accountant having had a reasonable opportunity to review the audited financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening trial balances) of the Target, prepared in accordance with generally accepted accounting principles and that both the Purchaser and its accountant are satisfied with the content of such financial statements satisfactory arrangements being made to hire hourly and salaried staff necessary to operate the business of the Target including the Target entering into an executive management contract with the Purchaser obtaining the consent from any parties from whom consent to the transfer of the Shares is required the Purchaser obtaining confirmation that any names used in the business of the Target is available for use by the Purchaser and can be registered as a trade mark of the Purchaser no material adverse change having occurred in connection with the business of the Target or the Shares all representations and warranties of the Target and the Vendors being true and all covenants of the Target and the Vendors having been performed in all material respects as of the Closing no legal proceedings pending or threatened to enjoin, restrict or proh