Common use of Closing Conditions of the Buyer Clause in Contracts

Closing Conditions of the Buyer. The obligations of the Buyer to consummate the sale and purchase of the Assets at the Closing shall be subject to the following conditions: (a) The representations and warranties of the Sellers and the Principals shall be true and accurate in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date; provided, that representations and warranties that are qualified as to materiality shall be true and correct in all respects. (b) Each of the Sellers and each of the Principals shall have complied with the covenants and agreements set forth herein that are to be performed or complied with by such Seller or such Principal on or before the Closing Date. (c) Since April 30, 2014, there shall not have occurred a material adverse effect with respect to the Business, and no event shall have occurred or circumstance exist that, in combination with other events or circumstances, would reasonably be expected to have a material adverse effect. As used in this Agreement, the term “material adverse effect” means any event, occurrence, fact, condition or change that is reasonably expected to have an effect materially adverse on (i) the Business, results of operations, financial condition or assets of the Business, taken as a whole, or (ii) the ability of the Sellers or the Principals to perform this Agreement and consummate the transactions contemplated hereby. (d) Each Seller and each Principal shall stand ready to make the deliveries or perform the actions required to be delivered or performed by such Seller and such Principal at the Closing.

Closing Conditions of the Buyer. The obligations of the Buyer to consummate the sale and purchase of the Assets Partnership Interests at the Closing shall be subject to the following conditions: (a) Since the date hereof, there shall not have occurred a Material Adverse Effect and no event shall have occurred or circumstance shall exist that, in combination with other events or circumstances, would reasonably be expected to have a Material Adverse Effect. (b) The representations and warranties of the Sellers and the Principals set forth in ARTICLE 3 shall be true and accurate correct in all material respects (taken as of the date of this Agreement a whole) on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date; Date (or, if specifically made as of another date, shall have been true and correct as of such specified date), provided, that representations and warranties that are qualified as to materiality shall be true and correct in all respects.; and provided, further, that if the representations and warranties are not true and correct in all material respects on the Closing Date (taken as a whole) solely due to macroeconomic events that have affected the Company’s industry as a whole and such events have not disproportionately affected the Company as compared to the others in its industry, such representations and warranties shall be considered to be true and correct in all material respects (taken as a whole) as of the Closing Date; (bc) Each of the Sellers and each of the Principals shall have performed and complied in all material respects with the its covenants and agreements set forth herein that are obligations to be performed or complied with by such Seller or such Principal on or before prior to the Closing Date. (c) Since April 30, 2014, there shall not have occurred a material adverse effect with respect to the Business, and no event shall have occurred or circumstance exist that, in combination with other events or circumstances, would reasonably be expected to have a material adverse effect. As used in this Agreement, the term “material adverse effect” means any event, occurrence, fact, condition or change that is reasonably expected to have an effect materially adverse on (i) the Business, results of operations, financial condition or assets of the Business, taken as a whole, or (ii) the ability of the Sellers or the Principals to perform this Agreement and consummate the transactions contemplated hereby.; (d) Each Seller The Key Employee Agreements shall remain in full force and each Principal shall stand ready to make the deliveries or perform the actions required effect and any provisions thereof to be delivered or performed by such Seller and such Principal at the ClosingClosing Date have been so performed; and (e) The Sellers shall have received all consents, in form reasonably satisfactory to the Buyer, from third parties under Contracts identified on Schedule 6.3(e), unless waived by the Buyer.

Closing Conditions of the Buyer. The obligations of the Buyer to consummate the sale and purchase of the Assets Stock at the Closing shall be subject to the following conditions: (a) Since the date hereof, there shall not have occurred a Seller Material Adverse Effect; (b) The representations and warranties of the Sellers set forth in ARTICLE 3 and the Principals ARTICLE 4 shall be true and accurate in all material respects as of the date of this Agreement correct on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date; providedDate (or, that if made as of a specified date, shall have been true and correct as of such date), and the representations and warranties that are qualified as to materiality Seller Material Adverse Effect shall be true and correct in all respects., except where the failure of any such representation and warranty to be true and correct does not have a Seller Material Adverse Effect; (bc) Each of the Sellers and each of or the Principals Company, as applicable, shall have performed and complied with the all of its covenants and agreements set forth herein that are to be performed or complied with by such Seller or such Principal on or before prior to the Closing Date.Date (singularly and in the aggregate), except where the failure to so perform or comply would not have a Seller Material Adverse Effect; (cd) Since April 30The Company shall have received all consents, 2014, there shall not have occurred a material adverse effect with respect in form satisfactory to the BusinessBuyer, and no event shall have occurred from third parties under Contracts identified on Schedule 7.3(d), unless waived by the Buyer; and (e) All documents, instruments, certificates or circumstance exist that, in combination with other events or circumstances, would reasonably items required to be expected to have a material adverse effect. As used in this Agreement, delivered at the term “material adverse effect” means any event, occurrence, fact, condition or change that is reasonably expected to have an effect materially adverse on (i) the Business, results of operations, financial condition or assets of the Business, taken as a whole, or (ii) the ability of Closing by the Sellers or the Principals Company pursuant to perform Section 2.7 of this Agreement and consummate shall have been delivered or the transactions contemplated hereby. (d) Each Seller and each Principal shall Sellers or the Company stand ready to make the deliveries or perform the actions required to be delivered or performed by deliver all such Seller and such Principal items at the Closing.

Closing Conditions of the Buyer. The obligations obligation of the Buyer to consummate the sale and purchase of the Assets at the Closing shall be subject to the fulfillment (or written waiver by the Buyer, if permissible under applicable Legal Requirements) at or prior to the Closing of the following conditions: (a) The representations and warranties of the Sellers and the Principals shall Each Seller Fundamental Representation shall, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, be true and accurate correct in all material respects as of the date of this Agreement and (except for such inaccuracies that are de minimis), in each case, as of the Closing Date with the same force and effect as though made on and as of such date (except to the Closing Date; provided, that extent such representations and warranties that are qualified speak as to materiality of an earlier date, in which case such representations and warranties shall be true and correct in all respects. such manner as of such earlier date); and (b) Each each of the other representations and warranties of the Sellers set forth in Article 4 and each of the Principals Company set forth in Article 5 shall, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, be true and correct as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in such manner as of such earlier date), except where any failures of such representations and warranties to be so true and correct, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. 9.2.2. The Sellers and the Group Companies shall have complied with performed in all material respects all of the covenants and agreements set forth herein that are required to be performed by them under this Agreement at or complied with by such Seller or such Principal on or before prior to the Closing DateClosing. (c) 9.2.3. Since April 30, 2014, the date of this Agreement there shall not have occurred a material adverse effect with respect to the Business, and no event shall have occurred or circumstance exist that, in combination with other events or circumstances, would reasonably be expected to have a material adverse effect. As used in this Agreement, the term “material adverse effect” means been any event, occurrence, fact, condition or change that is reasonably expected to have an effect materially adverse on (i) the Business, results of operations, financial condition or assets of the Business, taken as a whole, or (ii) the ability of the Sellers or the Principals to perform this Agreement and consummate the transactions contemplated herebyMaterial Adverse Effect. (d) Each Seller and each Principal shall stand ready to make the deliveries or perform the actions required to be delivered or performed by such Seller and such Principal at the Closing.