Common use of Conditions Precedent to Obligations of the Seller and the Company Clause in Contracts

Conditions Precedent to Obligations of the Seller and the Company. The obligations of the Seller and the Company to consummate the transactions contemplated by this Agreement are 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 Seller and the Company in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) The Purchase Price shall have been delivered to the Escrow Agent, in immediately available funds; (e) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (f) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller and the Company. The obligations of the Seller and the Company to consummate the transactions contemplated by this Agreement are 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 Seller and the Company in its sole discretion in whole or in part to the extent permitted by applicable lawpart): (a) all each of the parties to the Transaction Documents, other than the Seller and the Company, shall have executed and delivered to the Company the Transaction Documents; (b) the representations and warranties of in the Purchaser contained herein Fundamental Warranties shall be true and correct in all respects when made and as of the date hereof; (b) all Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties of the Purchaser contained herein qualified as relate to materiality another date (in which case such representations and warranties shall be true and correctcorrect in all respects as of such other date with the same force and effect as if made as of such other date), and all (ii) the representations and warranties of set forth in Article V (other than the Purchaser contained herein Fundamental Warranties) (A) that are not qualified as to materiality by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respectsrespects as of the Closing with the same force and effect as if made as of the Closing, at and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing Date with the same force and effect as though those if made as of the Closing, in each case of (A) and (B), other than such representations and warranties had been made again at that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of that such other date with the same force and effect as if made as of such other date); (c) the Purchaser shall have performed and complied with, in all material respects with all respects, each of the obligations and covenants agreements required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date; (d) The Purchase Price there shall have been delivered to no Legal Proceeding pending against the Escrow AgentPurchaser, in immediately available funds;which may prohibit or restrict the transaction contemplated under this Agreement; and (e) the Seller shall have been furnished with certificates (received a certificate signed by the Purchaser, dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser Date, certifying as to the fulfillment of that the conditions specified set forth in Sections 7.2(aSection 7.3(a), 7.2(bSection 7.3(b), Section 7.3(c) and 7.2(c); and (fSection 7.3(d) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herebysatisfied.

Conditions Precedent to Obligations of the Seller and the Company. The obligations of the Seller and the Company to consummate the transactions contemplated by this Agreement are 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 Seller and the Company in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) The Purchase Price shall have been delivered to the Escrow Agent, in immediately available funds; (e) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (fe) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller and the Company. The obligations of the Seller and the Company to consummate the transactions contemplated by this Agreement are 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 Seller and the Company in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser Purchasers contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser Purchasers contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser Purchasers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser Purchasers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser Purchasers on or prior to the Closing Date; (d) The Purchase Price shall have been delivered to the Escrow Agent, in immediately available funds; (e) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser Purchasers certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (fe) no Legal Proceedings legal proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser Purchasers seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.