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

Additional Conditions to Obligations of Sellers. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver by the Seller Representative, on or prior to the Closing Date, of each of the following conditions: (a) The representations and warranties of Purchaser set forth in ARTICLE V shall be true and correct 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 as of such earlier date) 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 have a material adverse effect on 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; and (c) The Company shall have received a certificate of an executive officer of Purchaser that the conditions set forth in subsections (a) and (b) of this Section 7.3 have been satisfied.

Additional Conditions to Obligations of Sellers. The obligation of each Seller Sellers to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment satisfaction or waiver by the Seller Representative, on at or prior to the Closing Date, of each of the following conditions: (a) The representations and warranties of Purchaser set forth in ARTICLE V shall be true and correct 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 as of such earlier date) 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 have a material adverse effect on 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 contained in this Agreement shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date; andDate as though restated on and as of such date (except in the case of any 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); (c) The Company Sellers shall have received from Purchaser a certificate of signed by an executive appropriate officer of Purchaser that as to Purchaser’s compliance with the conditions set forth in subsections (aSections 7.2(a) and (b); (d) Sellers shall have received all of this Section 7.3 the payments and other agreements, documents, instruments and other items required to have been satisfieddelivered by Purchaser in accordance with Section 8.3; and (e) no event shall have occurred which could reasonably be expected to have a material adverse effect on the financial condition of Purchaser which is likely to adversely affect its ability to make the payments to Sellers contemplated hereunder or its ability to consummate the transaction contemplated hereby.

Additional Conditions to Obligations of Sellers. The obligation obligations of each Seller the Sellers to consummate the transactions contemplated by this Agreement is are subject to the fulfillment or waiver by the Seller Representativefulfillment, on or prior to the Closing Date, of each of the following conditions:conditions (any or all of which may be waived by the Sellers in whole or in part in their sole discretion): (a) The the representations and warranties of Purchaser set forth contained in ARTICLE V Article IV of this Agreement shall be true and correct on the date hereof and 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 as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except where to the extent that any failures of such representations and warranties to be so true and correct, individually or in the aggregate, correct would not have result in a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated herebyPurchaser Material Adverse Effect; (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 it on or prior to the Closing Date; and; (c) The Company Honeywell shall have received a certificate of an executive officer of Purchaser that the conditions set forth in subsections paragraphs (a) and (b) of this Section 7.3 above have been satisfied; and (d) Purchaser shall have executed and delivered the Trademark License Agreement and the Intellectual Property Assignment and each such agreement shall remain in full force and effect.

Additional Conditions to Obligations of Sellers. The obligation of each Seller Sellers to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment satisfaction or waiver by the Seller Representative, on at or prior to the Closing Date, of each of the following conditions: (a) The representations and warranties of Purchaser set forth in ARTICLE V shall be true and correct 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 as of such earlier date) 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 have a material adverse effect on 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 contained in this Agreement shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date; andDate as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, in which case such representation or warranty shall be true and correct as of such date); (c) The Company Sellers shall have received all of the payments, agreements, documents, instruments, and other items required to have been delivered by Purchaser in accordance with Section 7.03; (d) No event shall have occurred which could reasonably be expected to have a material adverse effect on the financial condition of Purchaser which is likely to adversely affect its ability to make the payments to Sellers contemplated hereunder or its ability to consummate the transaction contemplated hereby. (e) Sellers shall have received from Purchaser a certificate of signed by an executive officer of Purchaser that as to Purchaser’s compliance with the conditions set forth in subsections (aSections 6.02(a) and (b) of this Section 7.3 have been satisfied6.02(b).