Common use of Buyer’s Conditions to Closing Clause in Contracts

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of the Buyer, to the satisfaction at or prior to the Closing of the following conditions: (a) All representations and warranties of the Sellers contained in this Agreement and the Ancillary Agreements shall be true in all material respects at and as of the Closing and the Sellers shall have performed and satisfied in all material respects all obligations required by this Agreement and the Ancillary Agreements to be performed and satisfied by the Sellers at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Sellers shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.2.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of the Buyer, subject to the satisfaction at or prior to the Closing Closing, or waiver in writing by Buyer, of the following conditions: (a) All representations and warranties of the Sellers Seller contained in this Agreement and Agreement, to the Ancillary Agreements extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and the Sellers warranties expressly relate to an earlier date, in which case such representations and warranties shall be deemed to refer to such earlier date referenced in such representation and warranty), and Seller shall have performed and satisfied in all material respects all obligations covenants and agreements required by this Agreement and the Ancillary Agreements to be performed and satisfied by the Sellers it under this Agreement at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effect;. (b) No stay suit, action or injunction other proceeding brought by a third party shall be pending, nor shall any order have been obtained entered by a any court or Governmental Authority having jurisdiction over the Parties or the subject matter of competent jurisdiction restrainingthis Agreement which remains in effect at the time of Closing, prohibiting in either case, that restrains or declaring illegal prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement;. (c) The entry by the Bankruptcy Court of the Sale Order;Seller shall have performed its obligations set forth in Section 9.6. (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Sellers Seller shall have executed and delivered the documents required to be executed and delivered pursuant to Closing Settlement Statement defined under Section 3.29.4.

Buyer’s Conditions to Closing. The obligations of Buyer’s obligation to close the Buyer to consummate the transactions transaction contemplated hereby at the Closing are subject, at the option of the Buyer, herein shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (ai) All The representations and warranties of the Sellers Seller and Shareholders contained in this Agreement and the Ancillary Agreements shall be true and correct in all material respects at on the Closing Date, except that any such representation and warranty made as of a specified date (other than the date of this Agreement) shall have been true and correct in all material respects on and as of the Closing such date; (ii) Seller and the Sellers Shareholders shall have performed and satisfied in all material respects all obligations required by and agreements and complied with all covenants contained in this Agreement and the Ancillary Agreements or in any documents delivered in connection herewith, that are required to be performed and satisfied complied with by it or him, as applicable, on or before the Sellers at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effectClosing Date; (biii) Buyer shall have received a certificate from Seller and Shareholders, executed on behalf of Seller by its duly authorized officer, and by each Shareholder, individually, certifying that the conditions specified in Sections 3.3(a)(i) and 3.3(a)(ii) have been satisfied (the “Seller’s Closing Certificate”); (iv) No stay suits, actions or injunction other proceedings shall have been filed by any party seeking to prevent the Closing which would restrain the transaction contemplated herein or which seeks damages in connection therewith; (v) Buyer shall, in its sole discretion, be satisfied with the results of Buyer’s due diligence with respect to the Assets; (vi) To the extent obtainable, Seller shall have obtained and delivered to Buyer all written consents of the other party to each Contract which by a court its terms or otherwise require the consent of competent jurisdiction restraining, prohibiting or declaring illegal such party to the purchase and sale transactions contemplated by this Agreement; (cvii) The entry Buyer shall have received approval of this Agreement by its Board of Directors, which approval shall have been obtained not less than three (3) business days prior to the Bankruptcy Court of the Sale OrderClosing Date; (dviii) All material Consents legally required to be obtained Buyer shall have received approval of this Agreement by the Sellers for the Closing Board of Directors of WCA Waste Corporation, which approval shall have been obtained, and any waiting period obtained not less than three (including any extension thereof3) applicable business days prior to the transactions contemplated hereby under the HSR Act Closing Date; (ix) Buyer shall have expired or received approval of this Agreement by Wxxxx Fargo Bank, N.A., as Agent for Buyer’s lenders, which approval shall have been terminatedobtained not less than three (3) business days prior to the Closing Date; (x) Seller shall have provided evidence satisfactory to Buyer that, as of the Closing Date, all permits, licenses and governmental approvals of whatever kind and nature required by Seller for Seller’s operation of the Assets shall have been granted and are in full force and effect; and (exi) The Sellers Shareholders shall have executed caused the execution of the Option Agreement by Shareholders and delivered the documents required to be executed and delivered pursuant to Section 3.2M&G CD Disposal Facility, LLC.

Buyer’s Conditions to Closing. The obligations of Buyer hereunder are subject to satisfaction of each of the Buyer to consummate following conditions at or before Closing, the transactions contemplated hereby at the Closing are subjectoccurrence of which may, at the option of the Buyer, to the satisfaction at or prior to the Closing of the following conditionsbe waived: (a) All representations and warranties of the Sellers contained Seller in this Agreement and the Ancillary Agreements each Schedule hereto shall be true in all material respects at on and as of the Closing as if made as of the Closing, and the Sellers Seller shall have performed and satisfied in all material respects all obligations required by this Agreement and the Ancillary Agreements delivered to be performed and satisfied by the Sellers at or prior Buyer a certificate to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer such effect dated as of the Sellers to such effectClosing Date; (b) No stay or injunction There shall be no Material Adverse Event from the date hereof to the Closing Date; (c) Seller shall have been obtained performed and complied with all of its obligations under this Agreement which are to be performed or complied with by a court Seller prior to or on the Closing Date; (d) Seller shall be willing and able to deliver all of competent jurisdiction restraining, prohibiting or declaring illegal the purchase items and sale contemplated documents required to be delivered by it pursuant to Article IV of this Agreement; (ce) The entry by the Bankruptcy Court form and substance of the Sale Orderdocuments delivered by Seller pursuant to this Agreement shall be reasonably acceptable to Buyer and Buyer's counsel; (df) All material Consents legally required to be obtained by the Sellers for the Closing Buyer shall have been obtained, and any waiting period either from Seller or directly from the issuing authority, the Permits; (including any extension thereofg) applicable to There shall be no claims, actions or suits pending or threatened regarding the Assets or the Business or that otherwise would restrict or prohibit Buyer or Seller from consummating the transactions contemplated hereby under the HSR Act herein; (h) Seller shall have expired or been terminatedobtained and delivered to Buyer all necessary consents to transfer the Assets and assign the Contracts to Buyer; and (ei) The Sellers Buyer shall have executed completed to its satisfaction any review and delivered investigation of the documents required to be executed Assets and delivered pursuant to Section 3.2the Business.

Buyer’s Conditions to Closing. The obligations of Buyer's obligation to close the Buyer to consummate the transactions transaction contemplated hereby at the Closing are subject, at the option of the Buyer, herein shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (ai) All The representations and warranties of the Sellers Seller and Members contained in this Agreement and the Ancillary Agreements shall be true and correct in all material respects at on the Closing Date with the same effect as if they were made on and as of the Closing Date, except that any such representation and warranty made as of a specified date (other than the Sellers date of this Agreement) shall have been true and correct in all material respects on and as of such date; (ii) Seller and Members shall have performed and satisfied in all material respects all obligations and agreements and complied with all covenants contained in this Agreement, or in any documents delivered in connection herewith, that are required by this Agreement and the Ancillary Agreements to be performed and satisfied complied with by it or him, as applicable, on or before the Sellers at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effectClosing Date; (biii) Buyer shall have received a certificate from Seller and Members, executed on behalf of Seller by its duly authorized officer, and by Members, individually, certifying that the conditions specified in Sections 3.3(a)(i) and 3.3(a)(ii) have been satisfied (the "Seller's Closing Certificate"); (iv) No stay suits, actions or injunction other proceedings shall have been filed by any party seeking to prevent the Closing or otherwise restrain the transaction contemplated herein or seeking damages in connection therewith; (v) Buyer shall, in good faith, be satisfied with the results of Buyer's due diligence with respect to the Assets; (vi) Seller shall have obtained and delivered to Buyer all written consents of the other party to each Contract which by a court its terms or otherwise require the consent of competent jurisdiction restraining, prohibiting or declaring illegal such party to the purchase and sale transactions contemplated by this Agreement; (cvii) The entry Buyer shall have received approval of this Agreement by the Bankruptcy Court its Board of the Sale OrderDirectors; (dviii) All material Consents legally required to be obtained Buyer shall have received approval of this Agreement by the Sellers Board of Directors of WCA Waste Corporation; (ix) [intentionally omitted] (x) Seller shall have provided evidence satisfactory to Buyer that, as of the Closing Date, all permits, licenses and governmental approvals of whatever kind and nature necessary for the Closing operation of the Assets shall have been obtained, granted and any waiting period are in full force and effect; (including any extension thereofxi) applicable to the transactions contemplated hereby under the HSR Act There shall have expired occurred no material damage, destruction, loss, or been terminatedmaterial adverse change in the condition of the Assets (whether or not covered by insurance) between the execution date of this Agreement and the Closing; and (exii) The Sellers Closing of each and every of the Auxiliary Agreements shall have executed and delivered closed or be closing contemporaneously with the documents required to be executed and delivered pursuant to Section 3.2Closing of this Agreement.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of the Buyer’s option, to the satisfaction or waiver by Buyer at or prior to the Closing of the following conditionsconditions precedent: (a) All Seller shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed by Seller at or prior to the Closing and Buyer shall have received a certificate to that effect from the Chief Executive Officer of Seller, dated the Closing Date; (b) The representations and warranties of the Sellers contained Seller set forth in this Agreement and the Ancillary Agreements shall be true and correct in all material respects (if not qualified by materiality), or true and correct (if qualified by materiality) when made as of the Closing with the same effect as though made at and as of the Closing Closing, and the Sellers Buyer shall have performed and satisfied in all material respects all obligations required by this Agreement and received a certificate to that effect from the Ancillary Agreements to be performed and satisfied by Chief Executive Officer of Seller, dated the Sellers at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this AgreementClosing Date; (c) The entry by waiting period under the Bankruptcy Court HSR Act applicable to the consummation of the Sale Order;transactions contemplated hereby shall have expired, notice of early termination shall have been received, or a consent order issued (in form and substance satisfactory to Buyer) by or from applicable Governmental Authorities; and (d) All material Consents legally required to be obtained by the Sellers for the Closing Buyer shall have been obtained, completed its On-Site Due Diligence and any waiting period (including any extension thereof) applicable shall be reasonably satisfied as a result thereof there exist no facts or circumstances pertaining to the transactions contemplated hereby under the HSR Act shall have expired physical condition of CVGG’s properties or been terminated; and (e) The Sellers shall have executed assets that would reasonably be likely to result in a material adverse effect with respect to CVGG, or its properties and delivered the documents required to be executed and delivered pursuant to Section 3.2assets taken as a whole.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of the Buyer, subject to the satisfaction at or prior to the Closing Closing, or waiver in writing by Xxxxx, of the following conditions: (a) All representations and warranties of the Sellers Seller contained in this Agreement and Agreement, to the Ancillary Agreements extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and the Sellers warranties expressly relate to an earlier date, in which case such representations and warranties shall be deemed to refer to such earlier date referenced in such representation and warranty), and Seller shall have performed and satisfied in all material respects all obligations covenants and agreements required by this Agreement and the Ancillary Agreements to be performed and satisfied by the Sellers it under this Agreement at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effect;. (b) No stay suit, action or injunction other proceeding brought by a third party shall be pending, nor shall any order have been obtained entered by a any court or Governmental Authority having jurisdiction over the Parties or the subject matter of competent jurisdiction restrainingthis Agreement which remains in effect at the time of Closing, prohibiting in either case, that restrains or declaring illegal prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement;. (c) The entry by the Bankruptcy Court of the Sale Order;Seller shall have performed its obligations set forth in Section 9.6. (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Sellers Seller shall have executed and delivered the documents required to be executed and delivered pursuant to Closing Settlement Statement defined under Section 3.29.4.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of the Buyer, subject to the satisfaction at or prior to the Closing Closing, or waiver in writing by Xxxxx, of the following conditions: (a) All representations and warranties of the Sellers Seller contained in this Agreement and Agreement, to the Ancillary Agreements extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and the Sellers warranties expressly relate to an earlier date, in which case such representations and warranties shall be deemed to refer to such earlier date referenced in such representation and warranty), and Seller shall have performed and satisfied in all material respects all obligations covenants and agreements required by this Agreement and the Ancillary Agreements to be performed and satisfied by the Sellers it under this Agreement at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effect;. (b) No stay suit, action or injunction other proceeding brought by a third party shall be pending, nor shall any order have been obtained entered by a any court or Governmental Authority having jurisdiction over the Parties or the subject matter of competent jurisdiction restrainingthis Agreement which remains in effect at the time of Closing, prohibiting in either case, that restrains or declaring illegal prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement;. (c) The entry by aggregate adjustments to the Bankruptcy Court of Base Purchase Price attributable to Title Defects, Environmental Defects, Casualty Defects and Open Defects shall not have exceeded the Sale Order;Termination Threshold. (d) All material Consents legally required to be obtained by the Sellers for the Closing Seller shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; andperformed its obligations set forth in Section 10.5. (e) The Sellers Seller shall have executed and delivered the documents required to be executed and delivered pursuant to Closing Settlement Statement defined under Section 3.210.3.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate proceed with the transactions Closing contemplated hereby at the Closing are subject, at the option of the Buyer, subject to the satisfaction on or prior to the Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Buyer: (a) The representations and warranties made herein by Seller shall be correct at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, and the factual matters contained in any representation and warranty made by Seller "to the best of Seller's knowledge," or similar language, shall be true and correct at and as of the Closing Date without regard to Seller's knowledge of same, and Seller shall have performed and satisfied all covenants required by this Agreement to be performed by Seller at or prior to the Closing of the following conditions: (a) All representations and warranties of the Sellers contained in this Agreement and the Ancillary Agreements shall be true in all material respects at and as of the Closing and the Sellers shall have performed and satisfied in all material respects all obligations required by this Agreement and the Ancillary Agreements to be performed and satisfied by the Sellers at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effect;Date. (b) No stay or injunction The loan agreement and related promissory note and mortgage (the "Lending Transaction Documents") contemplated by the Letter of Intent dated January 24, 2001, as amended, between Seller and Buyer shall have been obtained by a court of competent jurisdiction restrainingmutually agreed upon and the Lending Transaction Documents executed and delivered at the Closing, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; all required third party consents and subordinations (cincluding Seller's lending institution(s)) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required in connection with such Lending Transaction Documents shall be in forms satisfactory to be obtained by the Sellers for the Closing Buyer and shall have been obtained, and any waiting period (including any extension thereof) applicable received by Buyer prior to or at the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Sellers shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.2Closing.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of the Buyer, shall be subject to the satisfaction at fulfillment or written waiver by the Buyer (in its sole discretion), on or prior to the Closing Date, of each of the following conditions: (a) The Certificate of Designations shall have been filed with the Secretary of State of the State of Nevada and shall have become effective. (b) All of the representations and warranties of the Sellers Company contained in this Agreement and the Ancillary Agreements shall be true and correct in all material respects at when made and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Sellers Closing Date, except for such representations and warranties which are qualified as to materiality, which shall be true and correct in all respects, and except for such representations and warranties which are made as of a specified date, which shall be true and correct in all material respects or, if qualified by materiality then true and correct in all respects, as of such date. (c) The Company shall have performed and satisfied observed in all material respects all obligations covenants and agreements required by this Agreement and the Ancillary Agreements to be performed and satisfied observed by the Sellers Company under this Agreement at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer of the Sellers to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order;Closing Date. (d) All material Consents legally required to be obtained by the Sellers for the Closing No action, proceeding, claim or litigation shall have been obtainedcommenced (or, threatened, if in Buyer’s commercially reasonable judgment such threat constitutes a colorable claim) by or before any Governmental Authority against either Party hereto seeking to restrain or materially and any waiting period (including any extension thereof) applicable to adversely alter the transactions contemplated hereby under the HSR Act shall have expired or been terminated; andTransactions. (e) The Sellers Company shall have delivered to Buyer the applicable items, executed certificates and delivered instruments as set forth in Section 2.04(b). (f) The Certificate of Designations for the documents required to be executed and delivered Series A Convertible Preferred Stock of the Company shall have been withdrawn from the State of Nevada pursuant to Section 3.2a Certificate of Withdrawal in form and substance as acceptable to the Buyer. (g) Buyer shall have completed its due diligence investigation and review of the Company to the satisfaction of the Buyer in its sole discretion.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at proceed with the Closing are subject, at the option of the Buyer, subject to the satisfaction fulfillment at or prior to the Closing Date, of each of the following conditionsconditions set forth in this Section 8.1: (a) All the representations and warranties of the Sellers contained Seller in this Agreement and the Ancillary Agreements Section 4 shall be true in all material respects and correct at and as of the Closing Date with the same effect as though made on and the Sellers shall have performed and satisfied in all material respects all obligations required by this Agreement and the Ancillary Agreements to be performed and satisfied by the Sellers at or prior to the Closing. The Sellers shall have provided the Buyer with certificates executed by a responsible officer as of the Sellers to Closing Date (except that representations and warranties which speak as of a specified date or period of time shall be true and correct only as of such effectdate or period of time); (b) No stay or injunction Seller shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal delivered the purchase and sale contemplated by this Agreementdocuments set forth in Section 7.1; (c) The entry by the Bankruptcy Court Buyer shall have received evidence satisfactory to it that Buyer will receive at Closing good and marketable title to each of the Sale OrderPurchased Assets, free and clear of all Liens; (d) All material Consents legally required all covenants, agreements and obligations contained in this Agreement to be obtained performed or complied with by the Sellers for Seller on or prior to the Closing Date shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired performed or been terminatedcomplied with in all material respects; and (e) The Sellers all such other instruments or documents as may be reasonably required by Buyer in order to consummate the transactions contemplated herein. Buyer shall have executed and delivered the documents required right to be executed and delivered pursuant waive in writing any or all of the conditions precedent to Section 3.2its obligations hereunder; provided, however, that no waiver by Buyer of any condition to its obligations hereunder shall constitute a waiver by Purchaser of any other condition precedent to its obligations hereunder.

Buyer’s Conditions to Closing. The obligations of the Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of the Buyer, to the satisfaction at or prior to the Closing of the following conditions: (a) All representations and warranties of the Sellers contained in this Agreement and the Ancillary Agreements shall be true in all material respects at and as of the Closing and the Sellers The Seller Group shall have performed and satisfied in all material respects all obligations required by this Agreement and the Ancillary Agreements to be performed and satisfied by the Sellers Seller Group at or prior to the Closing. The Sellers Seller shall have provided the Buyer with certificates executed by a responsible officer of the Sellers Seller to such effect; (b) No stay or injunction The Seller Group shall have been obtained by a court be able to deliver possession of competent jurisdiction restraining, prohibiting or declaring illegal the purchase Assets free and sale contemplated by this Agreementclear of all Liens; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Sellers Seller Group shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.24.2; (d) The Seller Group shall have obtained Bankruptcy Court approval and the Sale Order shall not impose any material additional requirement on Buyer not otherwise required by the terms of this Agreement; and such order shall include a finding that Buyer is a good faith purchaser, as more fully set forth in the definition of Sale of Order herein; and (e) The Debtors shall not have effected any (i) discounted sales of inventory other than in the normal course through its outlet stores or (ii) factoring or sale of receivables from the date hereof through the Closing Date.

Buyer’s Conditions to Closing. The obligations obligation of BUYER to purchase and pay for the Buyer to consummate Assets and assume the transactions contemplated hereby at the Closing are subject, at the option of the Buyer, Assumed Liabilities is subject to the satisfaction at (or prior to waiver by BUYER) as of the Closing of the following conditions: (ai) All The representations and warranties of the Sellers contained SELLER made in Article 3 of this Agreement and the Ancillary Agreements shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects at (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, as though made on and as of the Sellers Closing Date (unless and to the extent any such representation or warranty speaks specifically as of an earlier date, in which case, as of such earlier date); (ii) SELLER shall have performed and satisfied or complied in all material respects with all obligations and covenants required by this Agreement and the Ancillary Agreements to be performed and satisfied or complied with by SELLER by the Sellers at or prior to time of the Closing. The Sellers ; and (iii) SELLER shall have provided delivered to BUYER a certificate dated the Buyer with certificates executed Closing Date and signed by a responsible an authorized officer of SELLER confirming the Sellers to such effect;foregoing. (b) No stay injunction or injunction shall have been obtained by a order of any court or administrative agency of competent jurisdiction restraining, prohibiting shall be in effect as of the Closing that restrains or declaring illegal prohibits the purchase and sale contemplated of the Assets or the exercise by this Agreement;BUYER of control over the Assets. (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 0000 (including any extension thereof) xxx "XXX Xxx"), if applicable to the transactions contemplated hereby under the HSR Act hereby, shall have expired or been terminated; and. (ed) The Sellers SELLER shall have executed and delivered to BUYER each of the documents required to be executed and delivered pursuant to Section 3.2Collateral Agreements.