Common use of Conditions Precedent to Obligation of Sellers Clause in Contracts

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate and cause the consummation of the transaction contemplated by this Agreement shall be subject to the satisfaction (or waiver by Sellers) on or prior to the Closing Date of each of the following conditions. (i) The representations and warranties of Buyer contained in Article 4 (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and word of similar import set forth therein) shall have been accurate on the date of this ​ ​ Agreement and shall be accurate as of the Closing Date as though made on and as of the Closing Date, except as has not, or would not, individually or in the aggregate, reasonably be expected to, prevent or materially delay the ability of Buyer to perform its obligations under this Agreement (including to consummate the transactions contemplated hereby). (ii) Buyer shall have performed and complied in all material respects with all covenants contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing. (iii) Buyer shall have delivered a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 5.4(b)(i) and Section 5.4(b)(ii) have been satisfied. (iv) Buyer shall have executed, or caused to be executed, and delivered to Sellers the documents set forth in Section 5.3, and each such agreement and document shall be in full force and effect.

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate and cause the consummation of transactions to be performed by them in connection with the transaction contemplated by this Agreement shall be Closing is subject to the satisfaction (or waiver by Sellers) on or prior to the Closing Date of each of the following conditions.: (ia) The the representations and warranties of Buyer contained in Article 4 (disregarding all qualifications or limitations as to “materiality,” “this Agreement shall be true and correct in all material respects” or “Material Adverse Effect” and word of similar import set forth therein) shall have been accurate on the date of this ​ ​ Agreement and shall be accurate as of the Closing Date as though made respects on and as of the Closing Date, except for those representations and warranties which address matters only as has not, or would not, individually or in the aggregate, reasonably be expected to, prevent or materially delay the ability of Buyer to perform its obligations under this Agreement a particular date (including to consummate the transactions contemplated herebywhich shall remain true and correct as of that date).; (iib) Buyer shall have performed and complied with all of its covenants and conditions hereunder in all material respects with all covenants contained through and including the Closing Date; (c) The shares of Buyer Common Stock shall have been approved for listing on The Nasdaq Stock Market, subject only to notice of issuance; and (d) Sellers shall have received the following agreements and documents: (i) a certificate executed by Buyer stating that the conditions set forth in this Agreement that are required to be performed or complied with Section 6.2(a) and (b) have been duly satisfied; and (ii) Seller Notes, duly executed by it on the Buyer. The Representative may waive any condition specified in this Section 6.2 if she executes a writing so stating at or prior to the Closing. (iii) Buyer shall have delivered a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 5.4(b)(i) and Section 5.4(b)(ii) have been satisfied. (iv) Buyer shall have executed, or caused to be executed, and delivered to Sellers otherwise consummates the documents set forth in Section 5.3, and each such agreement and document shall be in full force and effect.Closing

Conditions Precedent to Obligation of Sellers. The obligation of Sellers each Seller to consummate and cause the consummation of the transaction contemplated by this Agreement shall be Transaction is further subject to the satisfaction (or waiver by Sellers) waiver, in writing, on or prior to the Closing Date of each of the following conditions.: (ia) The the representations and warranties of Buyer contained Purchaser set forth in Article 4 V shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Purchaser Material Adverse Effect” and word words of similar import set forth therein) shall have been accurate on the date of this ​ ​ Agreement and shall be accurate as of the Closing Date with the same force and effect as though if made on and as of the Closing DateDate (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct only as of such particular date), except as has not, or in each case where the failure of such representations and warranties to be so true and correct would notnot have, individually or in the aggregate, reasonably be expected toa Purchaser Material Adverse Effect, prevent or materially delay and the ability Sellers’ Representative shall have received a certificate signed by an authorized officer of Buyer Purchaser, dated as of the Closing Date, to perform its obligations under this Agreement (including to consummate the transactions contemplated hereby).foregoing effect; (iib) Buyer Purchaser shall have performed and complied in all material respects with all covenants contained in and agreements required by this Agreement that are required to be performed or complied with by it Purchaser on or prior to the Closing. (iii) Buyer Closing Date, and the Sellers’ Representative shall have delivered received a certificate of signed by an authorized executive officer of BuyerPurchaser, dated as of the Closing Date, to the effect that foregoing effect; and (c) Purchaser shall have paid the conditions specified Closing Payments due in accordance with Section 5.4(b)(i) 1.3 and Section 5.4(b)(ii) have been satisfied2.3. (iv) Buyer shall have executed, or caused to be executed, and delivered to Sellers the documents set forth in Section 5.3, and each such agreement and document shall be in full force and effect.