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

Additional Conditions to the Obligations of Seller. The obligations of Seller to effect the Merger shall be subject to the fulfillment of each of the following additional conditions, any one or more of which may be waived in writing by Seller: (a) The representations and warranties of Buyer and Merger Sub contained in this Agreement (without regard to any materiality exceptions or provisions therein) shall be true and correct, in all material respects, as of the Effective Time, with the same force and effect as if made at the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of the representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where the failure of such representations and warranties to be so true and correct does not constitute, or could not reasonably be expected to result in, a Buyer Material Adverse Effect. (b) Buyer and Merger Sub shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them on or prior to the Closing Date. (c) Buyer and Merger Sub shall have furnished a certificate or certificates of Buyer and Merger Sub executed on behalf of one or more of their respective officers to evidence compliance with the conditions set forth in Sections 7.1(a) and (b) of this Agreement. (d) The Buyer Common Stock issuable in connection with the Merger shall have been authorized for listing on Nasdaq, subject to official notice of issuance, if required by the rules of Nasdaq.

Additional Conditions to the Obligations of Seller. The obligations obligation of Seller to effect consummate the Merger shall be sale of the Purchased Assets to Purchaser and the other transactions which occur at the Closing pursuant to Article II is subject to the fulfillment satisfaction or, if permitted by applicable Law, waiver of each of the following additional further conditions, any one or more of which may be waived in writing by Seller: (a) The representations and warranties of Buyer and Merger Sub contained in this Agreement (without regard to any materiality exceptions or provisions therein) shall be true and correct, in all material respects, as of the Effective Time, with the same force and effect as if made at the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy Each of the representations and warranties that by their terms speak of Purchaser contained in this Agreement, the Ancillary Agreements and the annexes, schedules and exhibits hereto and thereto shall be true and correct in all material respects (other than representations and warranties subject to materiality limitations, which shall be true and correct in all respects) both as of the date of this Agreement or some and at and as of the Closing Date as if made at and as of the Closing Date (other date will than representations and warranties which address matters only as of a specified other date, which shall be determined true and correct as of such date and (iii) where the failure of such representations and warranties to be so true and correct does not constitute, or could not reasonably be expected to result in, a Buyer Material Adverse Effectspecified other date). (b) Buyer and Merger Sub Purchaser shall have performed and or complied in all material respects with all agreements and obligations covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing DateDate and Seller shall have received a certificate of an officer of Purchaser to such effect. (c) Buyer and Merger Sub As of the Closing Date, Seller shall have furnished received from Purchaser the following documents: (i) a certificate or certificates of Buyer existence and Merger Sub executed good standing from the state of incorporation as to the corporate status of Purchaser and its corporate parent; (ii) a true and complete copy of the resolutions, certified by the Secretary of Purchaser and its corporate parent, adopted on behalf of one or more Purchaser, authorizing the execution, delivery and performance of this Agreement and all transactions contemplated hereby; (iii) a certificate from the Secretary of each of Purchaser and its corporate parent as to the incumbency and signatures of their respective officers to evidence compliance with who will execute documents at the conditions set forth in Sections 7.1(a) Closing or who have executed this Agreement; and (biv) of this Agreementsuch other instruments and documents as Seller may reasonably request. (d) The Buyer Common Stock issuable in connection with the Merger shall have been authorized for listing on Nasdaq, subject to official notice of issuance, if required by the rules of Nasdaq.

Additional Conditions to the Obligations of Seller. The obligations obligation of Seller to effect consummate the Merger shall be Transactions is subject to the fulfillment satisfaction (or waiver in writing by Seller) as of the Closing of each of the following additional conditions, any one or more of which may be waived in writing by Seller: (a) The Each of the representations and warranties of Buyer and Merger Sub contained in this Agreement Article V (without regard other than the Fundamental Representations made by Buyer and any representations and warranties which are qualified as to any materiality exceptions “materiality” or provisions thereina derivative thereof) shall be true and correct, correct in all material respects, as of the Effective Time, with the same force and effect as if made at the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of the representations and warranties that by their terms speak respects as of the date hereof and as of this Agreement or some the Closing Date (except to the extent that any representation and warranty is made as of a specified date other date will than the Closing Date, in which case such representation and warranty shall be determined true and correct in all respects and complete in all material respects as of such date specified date), and (iii) where the failure of such Fundamental Representations and representations and warranties to which are qualified by “materiality” or a derivative thereof shall be so true and correct does not constitutein all respects as of the date hereof and as of the Closing Date (except to the extent that any such Fundamental Representation or representation and warranty is made as of a specified date other than the Closing Date, in which case such Fundamental Representation or could not reasonably other representation and warranty shall be expected to result intrue, a Buyer Material Adverse Effectcorrect, and complete as of such specified date). (b) Buyer and Merger Sub shall have performed in all material respects all obligations and agreements, and complied in all material respects with all agreements and obligations required by each of the covenants, contained in this Agreement to be performed or complied with by them on or Buyer prior to or at the Closing Date. (c) Buyer and Merger Sub Seller shall have furnished received a certificate or certificates of Buyer and Merger Sub Buyer, dated the Closing Date, executed on behalf of one or more of their respective officers Buyer, to evidence compliance with the effect that the conditions set forth specified in Sections 7.1(a8.3(a) and (b8.3(b) of this Agreementhave been fulfilled. (d) The Buyer Common Stock issuable in connection with the Merger shall have been authorized for listing on Nasdaq, subject paid the Estimated Purchase Price to official notice of issuance, if required by the rules of NasdaqSeller in accordance with Section 2.1.

Additional Conditions to the Obligations of Seller. The obligations obligation of Seller to effect consummate the Merger shall be Transactions is subject to the fulfillment satisfaction (or waiver in writing by Seller) as of the Closing of each of the following additional conditions, any one or more of which may be waived in writing by Seller: (a) The Each of the representations and warranties of Buyer and Merger Sub contained in this Agreement Article V (without regard other than the Fundamental Representations made by Buyer and any representations and warranties which are qualified as to any materiality exceptions “materiality” or provisions thereina derivative thereof) shall be true and correct, correct in all material respects, as of the Effective Time, with the same force and effect as if made at the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of the representations and warranties that by their terms speak respects as of the date hereof and as of this Agreement or some the Closing Date (except to the extent that any representation and warranty is made as of a specified date other date will than the Closing Date, in which case such representation and warranty shall be determined true and correct in all respects and complete in all material respects as of such date specified date), and (iii) where the failure of such Fundamental Representations and representations and warranties to which are qualified by “materiality” or a derivative thereof shall be so true and correct does not constitutein all respects as of the date hereof and as of the Closing Date (except to the extent that any such Fundamental Representation or representation and warranty is made as of a specified date other than the Closing Date, in which case such Fundamental Representation or could not reasonably other representation and warranty shall be expected to result intrue, a Buyer Material Adverse Effectcorrect, and complete as of such specified date). (b) Buyer and Merger Sub shall have performed in all material respects all obligations and agreements, and complied in all material respects with all agreements and obligations required by each of the covenants, contained in this Agreement to be performed or complied with by them on or Buyer prior to or at the Closing Date. (c) Buyer and Merger Sub Seller shall have furnished received a certificate or certificates of Buyer and Merger Sub Buyer, dated the Closing Date, executed on behalf of one or more of their respective officers Buyer, to evidence compliance with the effect that the conditions set forth specified in Sections 7.1(a8.3(a) and (b8.3(b) of this Agreementhave been fulfilled. (d) The Buyer Common Stock issuable in connection with the Merger shall have been authorized for listing on Nasdaq, subject paid the Estimated Purchase Price to official notice of issuance, if required by Seller in accordance with Section 2.1. (e) Buyer shall have duly executed the rules of NasdaqEscrow Agreement.