Common use of Additional Conditions to Obligations of Seller Clause in Contracts

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion): (a) the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, without giving effect to any materiality qualifications therein, on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate of a duly authorized signatory of Purchaser certifying on behalf of purchaser that the conditions set forth in subsections (a) and (b) of this Section 6.3 have been satisfied; and (d) Purchaser shall have delivered, or cause to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c).

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion):conditions: (a) the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, without giving effect to any materiality qualifications therein, on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; (b) Purchaser shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or and complied with by Purchaser on under this Agreement at or prior to the Closing; (b) the representations and warranties of Purchaser in this Agreement (i) that are qualified as to materiality shall be true and correct at and as of the date of this Agreement and at and as of the Closing DateDate as though restated on and as of such date (except in the case of any such representation or warranty that by its terms is made as of a date specified in such representation or warranty, in which case such representation or warranty shall be true and correct as of such date) and (ii) that are not qualified as to materiality shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though restated on and as of such date (except in the case of any such representation or warranty that by its terms is made as of a date specified in such representation or warranty, in which case such representation or warranty shall be true and correct in all material respects as of such date); (c) Seller shall have received from Purchaser a certificate of a duly authorized signatory signed by an appropriate officer of Purchaser certifying on behalf of purchaser that as to Purchaser’s compliance with the conditions set forth in subsections (aSections 7.2(a) and (b); (d) Seller shall have received an opinion, dated as of this Section 6.3 have been satisfiedthe Closing Date, from internal or outside counsel to Purchaser, in form and substance reasonably satisfactory to Seller; and (de) Purchaser shall have delivered, or cause to be delivered, to Seller or other applicable Person executed the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c)Escrow Agreement.

Additional Conditions to Obligations of Seller. The obligation obligations of Seller to consummate the transactions contemplated by this Agreement is shall be subject to its satisfaction or waiver in writing, at or prior to the fulfillment, on the Closing DateClosing, of each of the following conditions conditions: (any or all i) each of which may be waived by Seller in whole or in part in its sole discretion): (a) the representations and warranties of Purchaser contained in this Agreement Article VII, after disregarding all qualifications therein relating to materiality, shall be true and correct in all respects, without giving effect to any materiality qualifications therein, on at and as of the Closing Date as though made at and as of the Closing (except to the extent other than such representations and warranties shall have been expressly made as of that refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures the failure of all such representations and or warranties to be so true and correctcorrect does not, and would not reasonably be expected to, individually or in the aggregate, would not prevent, materially impair or materially delay Purchaser’s ability to perform Purchaser from performing its obligations under this Agreement or consummate consummating the transactions contemplated hereby; ; (bii) Purchaser shall have performed or complied in all material respects with all agreements obligations and covenants covenants, and made all deliveries, in each case required by this Agreement to be performed or complied with by Purchaser on at or prior to the Closing Date; Closing; and (ciii) Seller shall have received a certificate of Purchaser signed by a duly authorized signatory officer or director thereof, dated as of Purchaser the Closing Date, certifying on behalf of purchaser that the conditions set forth in subsections clauses (a) i), and (bii) of this Section 6.3 4.1(b) have been satisfied; and (dsatisfied and that Seller may waive any condition specified in this Section 4.1(b) Purchaser shall have delivered, if it executes a writing so stating at or cause prior to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c)Closing.

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement Sale, is subject to the fulfillment, on as of the Closing DateClosing, of each of the following conditions (any or all of which may be waived in writing by Seller Seller, to the extent permitted by Law, in whole or in part in its sole discretion): (a) the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, respects (without giving effect to any materiality qualifications therein, on ) as of the date hereof and as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date) except to the extent that the facts, events and circumstances that cause such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures of such other representations and warranties to not be so true and correct, individually or in the aggregate, as of such dates have not and would not reasonably be expected to prevent, materially impair or materially delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated herebySale; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on at or prior to the Closing Date;Closing; and (c) Seller shall have received a certificate of a duly an authorized signatory of Purchaser certifying on behalf of purchaser to the effect that the conditions set forth in subsections (a) and (b) of this Section 6.3 7.3 have been satisfied; and (d) Purchaser shall have delivered, or cause to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c).

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion): (a) the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, without giving effect to any materiality qualifications contained therein, on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications contained therein), ) with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s 's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;; and (c) Seller shall have received a certificate of a duly authorized signatory an executive officer of Purchaser certifying on behalf of purchaser that the conditions set forth in subsections (a) and (b) of this Section 6.3 have been satisfied; and (d) Purchaser shall have delivered, or cause to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c).

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion): (a) (i) the representations and warranties of Purchaser contained in this Agreement (other than the representations and warranties set forth in Section 4.5) shall be true and correct in all respects, without giving effect to any materiality qualifications therein, on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated herebyhereby and (ii) the representations and warranties of Purchaser contained in Section 4.5 of this Agreement shall be true and correct in all respects, on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate of a duly authorized signatory of Purchaser certifying on behalf of purchaser that the conditions set forth in subsections (a) and (b) of this Section 6.3 have been satisfied; and (d) Purchaser shall have delivered, or cause to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c).

Additional Conditions to Obligations of Seller. The obligation obligations of Seller to consummate the transactions contemplated by this Agreement is hereby are subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion): (a) (i) The representations and warranties of Purchaser set forth in Section 5.1, Section 5.2 and Section 5.5 shall be true and correct in all material respects as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date) and (ii) all other representations and warranties of Purchaser contained in this Agreement Article V shall be true and correct in all respects, (without giving effect to any materiality qualifications set forth therein, on and ) as of the Closing Date as though made as of the Closing Date (except to or, in the extent such case of representations and warranties shall have been expressly made that address matters only as of an earlier a particular date, as of such date), except, in which the case of this clause (ii), where the failure of such representations and or warranties shall have been to be true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to materially impair or delay Purchaser’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated herebyhereby or thereby; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;; and (c) Seller The Company shall have received a certificate of a duly authorized signatory an executive officer of Purchaser certifying on behalf to the effect that, to the best of purchaser that his knowledge, the conditions set forth in subsections (a) and (b) of this Section 6.3 7.3 have been satisfied; and (d) Purchaser shall have delivered, or cause to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c).

Additional Conditions to Obligations of Seller. The obligation obligations of Seller to consummate the transactions contemplated by this Agreement is Contemplated Transactions are also subject to the fulfillmentfollowing conditions, on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Seller in whole or in part in its sole discretion):Seller: (a) the The representations and warranties of Purchaser contained Buyer set forth in this Agreement shall be true and correct in all respects, without giving effect to any materiality qualifications therein, on material respects as of the date of this Agreement and as of the Closing Date as if made at and as of the Closing Date except (except to the extent such i) for those representations and warranties shall have been expressly made that address matters only as of an earlier date, which shall have been true and correct as of such earlier date, and (ii) to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material Adverse Change”) shall have been be true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on at and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby;Closing. (b) Purchaser Buyer shall have performed or and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Change,” in which case Buyer shall have performed and complied with all agreements and of such covenants required by this Agreement to be performed (as so written, including the term “material” or complied with by Purchaser on or prior to “Material Adverse Change”) in all respects through the Closing Date;Closing. (c) Seller shall have received a certificate of a duly authorized signatory an executive officer of Purchaser certifying on behalf of purchaser that Buyer to the conditions effect set forth in subsections (aSection 7.3(a) and (b) of this Section 6.3 have been satisfied; and (d) Purchaser shall have delivered, or cause to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c7.3(b).

Additional Conditions to Obligations of Seller. The obligation obligations of Seller to consummate the transactions contemplated by this Agreement is hereby are subject to the fulfillment, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived in writing, to the extent permitted by Law, by Seller in whole or in part in its sole discretion): (a) (i) the representations and warranties of Purchaser set forth in Section 6.1, Section 6.2, Section 6.3(a)(i), Section 6.3(a)(iv), Section 6.3(b) and Section 6.5 shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing as though made as of the Closing (or, in the case of representations and warranties that address matters only as of a particular date, as of such date) and (ii) all other representations and warranties of Purchaser contained in this Agreement Article VI shall be true and correct in all respects, (without giving effect to any materiality qualifications set forth therein), on in each case, as of the date hereof and as of the Closing Date (except to the extent such representations and warranties shall have been expressly as though made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date(or, except in the case of representations and warranties that address matters only as of a particular date, as of such date), except, in the case of this clause (ii), where any failures the failure of such representations and or warranties to be so true and correct, individually or in the aggregate, correct would not reasonably be expected to materially impair or delay the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated herebyby this Agreement or the other Transaction Agreements; (b) Purchaser shall have performed or complied in all material respects performed or complied with all agreements agreements, covenants and covenants obligations required by this Agreement to be performed or complied with by Purchaser on at or prior to the Closing Date;Closing; and (c) Seller shall have received a certificate of a duly authorized signatory signed by an executive officer of Purchaser certifying on behalf of purchaser that the conditions set forth in subsections (a) and (b) of this Section 6.3 8.3 have been satisfied; and. (d) Purchaser shall have delivered, or cause caused to be delivered, to Seller or other applicable Person the documents Closing deliverables set forth in Section 2.3(a)(ii) and amounts required to be delivered by Purchaser pursuant to Section 2.2(c2.3(a)(iii).

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion):conditions: (a) Purchaser shall have performed and complied with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; (b) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the date of this Agreement and shall be true and correct in all respects, without giving effect to any materiality qualifications therein, on material respects at and as of the Closing Date as though restated on and as of such date (except to in the extent such representations and warranties shall have been expressly case of any representation or warranty that by its terms is made as of an earlier datea date specified therein, in which case such representations and warranties representation or warranty shall have been be true and correct in all respects as of such earlier specified date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller’s board of directors and shareholders shall have approved this Agreement, the Related Agreements and the transactions contemplated thereby; (d) Seller shall have received from Purchaser the Purchase Price; (e) Seller shall have received from Purchaser the Related Agreements, duly executed by Purchaser; (f) There shall not be any Proceeding pending that seeks to enjoin or obtain damages in respect of the consummation of the transactions contemplated by this Agreement or that, if adversely determined, could reasonably be expected to result in a material impairment of the parties’ ability to consummate the transactions contemplated by this Agreement and no judgment or order shall have been issued or be pending, with respect to the SSI Litigation, for such injunctive relief or damages; (g) Seller shall have received from Purchaser the documents referred to in Section 2.06; and (h) Seller shall have received from Purchaser a certificate of a duly authorized signatory signed by an appropriate officer or manager of Purchaser certifying on behalf of purchaser that as to Purchaser’s compliance with the conditions set forth in subsections (aSections 5.02(a) and (b) of this Section 6.3 have been satisfied; and5.02(b). (di) Purchaser With respect to all hardware and software disclosed in the Disclosure Memorandum and Schedules as being owned by SCE or Inovis, Inc., the Seller shall have deliveredobtained (i) ownership of, or cause (ii) valid evidence of rights as licensee reasonably equivalent to be deliveredthose rights currently held by SCE / Inovis, Inc. The parties may mutually agree to Seller or other applicable Person a value for such hardware and software and a corresponding reduction of the documents and amounts required to be delivered Purchase Price in the event that such transfer has not occurred by Purchaser pursuant to Section 2.2(c)the Closing Date.

Additional Conditions to Obligations of Seller. The obligation obligations of Seller to consummate the transactions contemplated by this Agreement is shall be subject to its satisfaction or waiver in writing, at or prior to the fulfillment, on the Closing DateClosing, of each of the following conditions conditions: (any or all i) each of which may be waived by Seller in whole or in part in its sole discretion): (a) the representations and warranties of Purchaser and/or the Guarantors contained in this Agreement Article VII, after disregarding all qualifications therein relating to materiality, shall be true and correct in all respects, without giving effect to any materiality qualifications therein, on at and as of the Closing Date as though made at and as of the Closing (except to the extent other than such representations and warranties shall have been expressly made as of that refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures the failure of all such representations and or warranties to be so true and correctcorrect does not, and would not reasonably be expected to, individually or in the aggregate, would not prevent, materially impair or materially delay Purchaser’s ability to perform Purchaser or the Guarantors, as applicable, from performing its obligations under this Agreement or consummate consummating the transactions contemplated hereby; ; (bii) Purchaser and the Guarantors, as applicable, shall have performed or complied in all material respects with all agreements obligations and covenants covenants, and made all deliveries, in each case required by this Agreement to be performed or complied with by Purchaser on or the Guarantors, as applicable, at or prior to the Closing Date; Closing; (ciii) Seller and Purchaser shall have agreed mutually agreed forms of the Note Guarantee and the Security Agreement; and (iv) Seller shall have received a certificate of each of Purchaser and the Guarantors signed by a duly authorized signatory officer thereof, dated as of Purchaser the Closing Date, certifying on behalf of purchaser that the conditions set forth in subsections clauses (ai) and (bii) of this Section 6.3 4.1(b) have been satisfied; and (d. Seller may waive any condition specified in this Section 4.1(b) Purchaser shall have delivered, if it executes a writing so stating at or cause prior to be delivered, to Seller or other applicable Person the documents and amounts required to be delivered by Purchaser pursuant to Section 2.2(c)Closing.

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, fulfillment on the Closing Date, Date of each of the following additional conditions (any or all of which may be waived by Seller in writing in whole or in part in its sole discretion): (a) the representations and warranties of Purchaser contained in this Agreement shall be true and correct (i) in all respectsrespects in the case of any representation or warranty qualified by materiality or (ii) in all material respects in the case of any representation or warranty not qualified by materiality, without giving effect to any materiality qualifications thereinin each case, on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate of a duly authorized signatory an executive officer of Purchaser certifying on behalf of purchaser that the conditions set forth in subsections (a) and (b) of this Section 6.3 have been satisfied; (d) at least sixty (60) days shall have elapsed since the notices pursuant to the WARN Act shall have been provided by Seller as contemplated by Section 5.2(b); and (de) Purchaser Seller shall have delivered, or cause to be delivered, to Seller or other applicable Person received all of the documents and amounts required to be delivered by Purchaser pursuant to deliveries contemplated in Section 2.2(c).

Additional Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is Transactions shall also be subject to the fulfillmentsatisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion):conditions: (a) the The representations and warranties of Purchaser contained Buyer set forth in Article III of this Agreement (i) that are qualified by the words “material” or “material adverse effect” (including “Seller Material Adverse Effect”) shall be true and correct in all respects, without giving effect to any materiality qualifications therein, respects on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date, without giving effect to any materiality qualifications therein), with the same force and effect as if made on and as of that date and (ii) that are not so qualified shall be true and correct in all material respects on and as of the Closing DateDate as if made on and as of such date, except where in any failures such case to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall remain true and correct in all respects or in all material respects, as the case may be, as of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby;date. (b) Purchaser Buyer shall in all material respects have performed or complied in all material respects with all agreements each obligation and covenants required by this Agreement covenant to be performed or complied with by Purchaser it hereunder on or prior to the Closing Date;. (c) Seller shall have received a certificate of a duly authorized signatory Buyer, dated the Closing Date, signed by an executive officer of Purchaser certifying on behalf of purchaser Buyer, to the effect that the conditions set forth specified in subsections (aSections 7.3(a) and (b) of this Section 6.3 have been satisfied; and. (d) Purchaser Seller shall have delivered, or cause to be delivered, to Seller or other applicable Person the documents and amounts received all documentation as required to be delivered by Purchaser pursuant to Section 2.2(c1.6(c). (e) There has been no adverse material change in the financial condition of the Buyer or CRS.