Common use of Additional Conditions to Seller’s Obligation Clause in Contracts

Additional Conditions to Seller’s Obligation. The obligation of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (i) The Fundamental Representations of Buyer shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) and (ii) each of the other representations and warranties of Buyer set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer 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 it on or prior to the Closing Date (including the deliveries at Closing pursuant to Section 1.5), and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect.

Additional Conditions to Seller’s Obligation. The Seller’s obligation of Seller to effect consummate the transactions contemplated hereby shall be by this Agreement is further subject to the satisfaction at (or prior to the Closing waiver by Seller) of the following conditions, any conditions on or all of which may be waived by Seller, in whole or in part, to before the extent permitted by applicable LawClosing Date: (i) The Fundamental Representations 7.3.1 Each of the representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects as of the date hereof Signing Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, that representations and warranties that by their terms speak as of a specified the Signing Date or some other date shall have been true and correct only on such date) and (ii) each of the other representations and warranties of Buyer set forth in this Agreement shall be true and correct (it being understood thatas of such date), for purposes of determining except in each case where the accuracy failure of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall to be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to havecorrect, individually or in the aggregate, a Buyer Material Adverse Effectdoes not, and Seller shall have received would not reasonably be expected to have, a certificate of an executive officer of material adverse effect on Buyer, dated ’s ability to consummate the Closing Date, to such effecttransactions contemplated by this Agreement. (b) 7.3.2 Buyer shall have performed or and complied with in all material respects with all of the covenants and agreements and covenants required by in this Agreement required to be performed or and complied with by it Buyer on or prior to the Closing Date (including Date. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the deliveries at Closing Securities and Exchange Commission pursuant to Section 1.5)Rule 24b-2 of the Securities Exchange Act of 1934, and Seller as amended. 7.3.3 Buyer shall have received delivered to Seller a certificate certificate, dated as of the Closing Date, executed by an executive authorized officer of Buyer, dated certifying as to the satisfaction of each of the conditions set forth in Sections 7.3.1 and 7.3.2. 7.3.4 Buyer shall have duly executed and delivered to Seller on or prior to the Closing Date, to such effectthe Xxxx of Sale, the Assignment of Patents, the Assignment and Assumption Agreement, and the Transition Services Agreement.

Additional Conditions to Seller’s Obligation. The obligation of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (ia) The Fundamental Representations of Buyer shall be true and correct in all material respects as Each of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) and (ii) each of the other representations and warranties of Buyer set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except, in the case of clause (ii), except for failures that would not be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer 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 it on or prior to the Closing Date (including the deliveries at Closing pursuant to Section 1.5), and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect.

Additional Conditions to Seller’s Obligation. The Seller’s obligation of Seller to effect consummate the transactions contemplated hereby shall be by this Agreement is further subject to the satisfaction at (or prior to the Closing waiver by Seller) of the following conditions, any conditions on or all of which may be waived by Seller, in whole or in part, to before the extent permitted by applicable LawClosing Date: (i) The Fundamental Representations 7.3.1 Each of the representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects as of the date hereof Signing Date and as of the Closing [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Date as though made on and as of the Closing Date (except that, in each case, that representations and warranties that by their terms speak as of a specified the Signing Date or some other date shall have been true and correct only on such date) and (ii) each of the other representations and warranties of Buyer set forth in this Agreement shall be true and correct (it being understood thatas of such date), for purposes of determining except in each case where the accuracy failure of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall to be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to havecorrect, individually or in the aggregate, a Buyer Material Adverse Effectdoes not, and Seller shall have received would not reasonably be expected to have, a certificate of an executive officer of material adverse effect on Buyer, dated ’s ability to consummate the Closing Date, to such effecttransactions contemplated by this Agreement. (b) 7.3.2 Buyer shall have performed or and complied with in all material respects with all of the covenants and agreements and covenants required by in this Agreement required to be performed or and complied with by it Buyer on or prior to the Closing Date (including the deliveries at Closing pursuant to Section 1.5), and Seller Date. 7.3.3 Buyer shall have received delivered to Seller a certificate certificate, dated as of the Closing Date, executed by an executive authorized officer of Buyer, dated certifying as to the satisfaction of each of the conditions set forth in Sections 7.3.1 and 7.3.2. 7.3.4 Buyer shall have duly executed and delivered to Seller on or prior to the Closing Date, to such effectthe Xxxx of Sale, the Assignment of Patents, the Assignment and Assumption Agreement, and the Transition Services Agreement.