Common use of Conditions Precedent to Closing of Seller Clause in Contracts

Conditions Precedent to Closing of Seller. Each and every obligation of Seller to enter into and complete Closing is subject, to the fulfillment and satisfaction of each of the following conditions: 7.2.1 The representations and warranties of Buyer contained in this Agreement will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Buyer will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Buyer will have delivered to Seller a certificate, dated the Closing Date, and signed by an authorized officer of Buyer to the foregoing effect. 7.2.2 All necessary approvals and/or filings for the transactions contemplated hereby to be obtained and/or made by Buyer will have been obtained and/or made, as the case may be, and shall be in full force and effect. 7.2.3 No action, suit or proceeding will have been instituted before any court or government body or restricted or threatened by any person which could materially prevent the carrying out of the transactions contemplated hereby. 7.2.4 The Buyer’s Board of Directors shall have authorized the consummation of the transactions contemplated by this Agreement. 7.2.5 The deliveries set forth in Section 8.2 shall have been caused to be made by Buyer.

Conditions Precedent to Closing of Seller. Each and every obligation of Seller to enter into and complete Closing is subject, to the fulfillment and satisfaction of each of the following conditions: 7.2.1 The representations and warranties of Buyer contained in this Agreement will be true and correct correct, in all material respects respects, on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Buyer will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Buyer will have delivered to Seller a certificate, dated the Closing Date, and signed by an authorized officer of Buyer to the foregoing effect. 7.2.2 All necessary approvals and/or filings for the transactions contemplated hereby to be obtained and/or made by Buyer will have been obtained and/or made, as the case may be, and shall be in full force and effect. 7.2.3 No action, suit or proceeding will have been instituted before any court or government body or restricted or threatened by any person which could materially prevent the carrying out of the transactions contemplated hereby. 7.2.4 The Buyer’s Board of Directors shall have authorized the consummation of the transactions contemplated by this Agreement. 7.2.5 The deliveries set forth in Section 8.2 shall have been caused to be made by Buyer.