Common use of Conditions Precedent to Obligations of the EchoStar Parties Clause in Contracts

Conditions Precedent to Obligations of the EchoStar Parties. The obligations of the EchoStar Parties to consummate the Merger are further subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the EchoStar Parties in whole or in part to the extent permitted by Applicable Law): (a) (i) each of the representations and warranties of the DISH Parties set forth in this Agreement (other than the DISH Fundamental Representations) shall be true and correct (without regard to “materiality”, “Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), other than for failures of such representations and warranties of the DISH Parties to be so true and correct which do not have or are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (ii) the DISH Fundamental Representations (other than Section 5.2(f) (Merger Sub)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (iii) Section 5.2(f) (Merger Sub) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time. (b) each of the DISH Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (c) EchoStar shall have received at the Closing a certificate signed on behalf of the DISH Parties by an executive officer of DISH to the effect that such executive officer has read Section 7.3(a) and Section 7.3(b) and the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and (d) EchoStar shall have received each of the deliveries set forth in Section 2.4 required to be delivered to it or to any of the EchoStar Parties.

Conditions Precedent to Obligations of the EchoStar Parties. The obligations of the EchoStar Parties to consummate the Merger Closing Transactions are further subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the EchoStar Parties in whole or in part to the extent permitted by Applicable Law): (a) (i) each of the representations and warranties of the DISH Parties set forth in this Agreement (other than the DISH Fundamental Representations) shall be true and correct (without regard to “materiality”, “Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), other than for failures of such representations and warranties of the DISH Parties to be so true and correct which do not have or are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (ii) the DISH Fundamental Representations (other than Section 5.2(f) (Merger Sub)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); date and ***, and (iiiii) Section 5.2(f) (Merger Sub) EchoStar shall be true and correct in all respects as have received at the Closing a certificate signed on behalf of the date DISH Parties by an executive officer of DNLLC to the effect that such executive officer has read this Agreement ‎Section 5.3(a) and as of the Closing Date as though made on and as of such date and time.conditions set forth in this ‎Section 5.3(a) have been satisfied; (b) each of the DISH Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (c) , and EchoStar shall have received at the Closing a certificate signed on behalf of the DISH Parties by an executive officer of DISH DNLLC to the effect that such executive officer has read Section 7.3(a) and Section 7.3(b) and the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; andeffect; (dc) EchoStar shall have received each of the deliveries set forth in Section 2.4 ‎Section 2.3 required to be delivered to it or to any of the EchoStar Parties.; and

Conditions Precedent to Obligations of the EchoStar Parties. The obligations of the EchoStar Parties to consummate the Merger are further subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the EchoStar Parties in whole or in part to the extent permitted by Applicable Law): (a) (i) each of the representations and warranties of the DISH Parties set forth in this Agreement (other than the DISH Fundamental Representations) shall be true and correct (without regard to “materiality”, “Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), other than for failures of such representations and warranties of the DISH Parties to be so true and correct which do not have or are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (ii) the DISH Fundamental Representations (other than Section ‎Section 5.2(f) (Merger Sub)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (iii) Section ‎Section 5.2(f) (Merger Sub) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time. (b) each of the DISH Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (c) EchoStar shall have received at the Closing a certificate signed on behalf of the DISH Parties by an executive officer of DISH to the effect that such executive officer has read Section ‎Section 7.3(a) and Section ‎Section 7.3(b) and the conditions set forth in Section ‎Section 7.3(a) and Section ‎Section 7.3(b) have been satisfied; and (d) EchoStar shall have received each of the deliveries set forth in Section ‎Section 2.4 required to be delivered to it or to any of the EchoStar Parties.

Conditions Precedent to Obligations of the EchoStar Parties. The obligations of the EchoStar Parties to consummate the Merger Closing Transactions are further subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the EchoStar Parties in whole or in part to the extent permitted by Applicable Law): (a) (i) each of the representations and warranties of the DISH Parties set forth in this Agreement (other than the DISH Fundamental Representations) shall be true and correct (without regard to “materiality”, “Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), other than for failures of such representations and warranties of the DISH Parties to be so true and correct which do not have or are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (ii) the DISH Fundamental Representations (other than Section 5.2(f) (Merger Sub)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); date and ***, and (iiiii) Section 5.2(f) (Merger Sub) EchoStar shall be true and correct in all respects as have received at the Closing a certificate signed on behalf of the date DISH Parties by an executive officer of DNLLC to the effect that such executive officer has read this Agreement Section 5.3(a) and as of the Closing Date as though made on and as of such date and time.conditions set forth in this Section 5.3(a) have been satisfied; (b) each of the DISH Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (c) , and EchoStar shall have received at the Closing a certificate signed on behalf of the DISH Parties by an executive officer of DISH DNLLC to the effect that such executive officer has read Section 7.3(a) and Section 7.3(b) and the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; andeffect; (dc) EchoStar shall have received each of the deliveries set forth in Section 2.4 2.3 required to be delivered to it or to any of the EchoStar Parties.; and