Common use of Condition to the Obligations of the Members Clause in Contracts

Condition to the Obligations of the Members. The obligations of the Members and the Members’ Representative to consummate the Closing are subject to the satisfaction (or waiver by the Members’ Representative in its sole discretion), at or before the Closing Date, of the following conditions: (a) The representations and warranties made by the Company in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, and other than the representations and warranties as set forth in Section 5.01, Section 5.02 and Section 5.07, which shall each be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement; (b) The Company shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company prior to or at the Closing; and (c) There shall have occurred no Material Adverse Effect with respect to the Company.