Common use of Conditions Precedent to Buyer’s Obligations on the Closing Date Clause in Contracts

Conditions Precedent to Buyer’s Obligations on the Closing Date. All of the obligations of Buyer hereunder are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): (i) Each representation and warranty of Seller contained in Sections 3.01 (other than the first three sentences of Section 3.01(c) and the first three sentences of Section 3.01(d)), 3.02, 3.03, and 3.16 shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct in all material respects as of such specific date only), (ii) the representations and warranties of Seller contained in the first three sentences of Section 3.01(c) and the first three sentences of Section 3.01(d) shall be true and correct in all respects as of the Closing Date as if made on and as of such date (except for de minimis inaccuracies), (iii) the representation and warranty of Seller contained in Section 3.14(a) shall be true and correct in all respects as of the Closing Date as if made on and as of such date, and (iv) each other representation and warranty of Seller contained in this Agreement, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Seller and the Selling Subsidiary shall have performed in all material respects all covenants and agreements contained in this Agreement and the other Transaction Documents to be performed by Seller and the Selling Subsidiary at or before the Closing. (c) Since the date of this Agreement, there shall have been no effect, occurrence, circumstance, condition, matter, state of facts, event, development or change that has had, individually or in the aggregate, a Material Adverse Effect. (d) Seller shall have delivered to Buyer (i) a certificate dated the Closing Date and executed by an authorized officer of Seller to the effect that each of the conditions specified above in Sections 5.02(a), (b) and (c) is satisfied in all respects and (ii) each of the other deliverables contemplated by Section 2.06.

Conditions Precedent to Buyer’s Obligations on the Closing Date. All of the obligations of Buyer hereunder are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): (i) Each representation of the representations and warranty warranties of Seller contained in Sections 3.01 (other than the first three sentences of Section 3.01(c) and the first three sentences of Section 3.01(d3.01(a)(iii)), 3.02, 3.03, 3.18(a) and 3.16 3.19 shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (except to the extent such other than representations and warranties are expressly made as of a specific specified date, in which case such representations and warranties shall be so true and correct in all material respects as of such specific date only), (ii) the representations and warranties of Seller contained in the first three sentences of Section 3.01(c) and the first three sentences of Section 3.01(d) shall be true and correct in all respects as of the Closing Date as if made on and as of such date (except for de minimis inaccuracies), (iii) the representation and warranty of Seller contained in Section 3.14(a) shall be true and correct in all respects as of the Closing Date as if made on and as of such date, and (iv) each other representation and warranty of Seller contained in this Agreement, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date as if made date specified); and (ii) each of the other representations and warranties contained herein (other than those set forth in clause (i) above) (in each case, disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct on and as of such date the Closing Date (except to the extent such other than representations and warranties are expressly made as of a specific specified date, in which case such representations and warranties shall be so true and correct as of such specific the date onlyspecified), except for with only such failures to be true and correct exceptions, solely in the case of this clause (ii), as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Seller and the Selling Subsidiary shall have performed in all material respects all covenants and agreements contained in this Agreement and the other Transaction Documents to be performed by Seller and the Selling Subsidiary at or before the ClosingClosing (other than any obligation of Seller and its Affiliates set forth in Section 6.04(e)). (c) Since the date of this Agreement, there shall have been no effect, occurrence, circumstance, condition, matter, state of facts, event, development or change that has had, individually or in the aggregate, a Material Adverse Effect. (d) Seller shall have delivered to Buyer (i) a certificate dated the Closing Date and executed by an authorized officer of Seller to the effect that each of the conditions specified above in Sections 5.02(a), (b5.01(a) and (cb) is satisfied in all respects respects. (d) No Law or other legal restraint or prohibition preventing the consummation by Buyer and (ii) each Seller of the purchase and sale of the Transferred Equity Interests (each, a “Legal Impediment”) shall be in effect. (e) The Rhetorik Transfer shall have been consummated. (f) The waiting period required under the HSR Act with respect to the Transactions, including any extensions thereof, shall have expired. (g) Since the date of this Agreement there shall not have been a Material Adverse Effect. (h) The actions set forth in Section 2.09 (other deliverables contemplated by than the action set forth in Section 2.062.09(i)) shall have been completed.

Conditions Precedent to Buyer’s Obligations on the Closing Date. All of the obligations of Buyer hereunder are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived waived, to the extent permitted by applicable Law, in whole or in part by Buyer in writing): (ia) Each representation The representations and warranty warranties of Seller contained in Sections 3.01 herein (other than the first three sentences of Section 3.01(c) and the first three sentences of Section 3.01(d)), 3.02, 3.03, and 3.16 shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct in all material respects as of such specific date only), (ii) the representations and warranties of Seller contained set forth in the first three sentences Sections 3.01 (Organization and Good Standing), 3.02 (Authority), 3.03(b) (Title to Transferred Equity Interests), 3.15(b) (Absence of Section 3.01(cCertain Developments) and the first three sentences of Section 3.01(d3.16 (Brokerage Fees)) shall be true and correct (without giving effect to any references to “material,” “materially,” “Material Adverse Effect,” “material adverse effect” or other similar materiality qualifications contained or incorporated in all respects any such representation or warranty) on and as of the Closing Date as if (other than representations and warranties made on and as of such date (except for de minimis inaccuracies), (iii) the representation and warranty of Seller contained in Section 3.14(a) shall be true and correct in all respects as of the Closing Date as if made on and as of such a specified date, and (iv) each other representation and warranty of Seller contained in this Agreement, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, which shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date onlyspecified), except for such failures to be true and correct as would that do not, individually or in the aggregate, have a Material Adverse Effect. Each of the representations and warranties of Seller set forth in Sections 3.01 (Organization and Good Standing), 3.02 (Authority), 3.03(b) (Title to Transferred Equity Interests) and 3.16 (Brokerage Fees) shall be true and correct in all material respects on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified). The representation and warranty of Seller set forth in Section 3.15(b) (Absence of Certain Developments) shall be true and correct on and as of the Closing Date. (b) Seller and the Selling Subsidiary shall have performed and complied in all material respects with all covenants the terms, provisions and agreements contained in conditions of this Agreement and the other Transaction Documents to be complied with and performed by Seller and the Selling Subsidiary at or before the Closing. (c) Since the date of this Agreement, there shall have been no effect, occurrence, circumstance, condition, matter, state of facts, event, development or change that has had, individually or in the aggregate, a Material Adverse Effect. (d) Seller shall have delivered to Buyer (i) a certificate dated the Closing Date and executed by an authorized officer of Seller to the effect that each of the conditions specified above in Sections 5.02(a5.01(a), (b) and (cg) is satisfied in all respects and respects. (d) Seller shall have delivered to Buyer a certificate of a secretary or other authorized signatory of Seller enclosing a copy of (i) its certified Certificate of Incorporation, (ii) each its Memorandum and Articles of Association and (iii) board of directors resolutions authorizing Seller to enter into this Agreement and the other Transaction Documents and to consummate the Transactions. (e) No Law enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of any of the other deliverables Transactions (each, a “Closing Legal Impediment”) shall be in effect. (f) All Anti-Trust Approvals in the jurisdictions specified on Schedule 5.01(f) to the Disclosure Letter shall have been obtained. (g) Since the date of this Agreement there has not been a Material Adverse Effect. (h) Seller shall have signed and delivered, or caused one or more of its Affiliates, to sign and deliver the Ancillary Agreements contemplated by under Section 2.067.09. (i) The actions set forth in Section 2.08 shall have been completed. (j) The Closing Structure set forth on Exhibit L (as it may be amended in accordance with this Agreement) shall be in place.