Common use of Conditions Precedent to Obligations of the Sellers Clause in Contracts

Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers under this Agreement to consummate the transactions contemplated hereby are subject to the satisfaction, at or prior to the Closing, of all the following conditions, any of or more of which, other than the condition set forth in Section 5.2(j) hereof, may be waived at the option of the Sellers: (a) No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Purchaser in the performance of any of the covenants herein to be performed by it prior to the Closing, and the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing, except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date, and the Purchaser shall have delivered to the Sellers a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers on its behalf;

Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers under this Agreement to effect the Closing and consummate the transactions contemplated hereby are by this Agreement is subject to the satisfactionsatisfaction or waiver, at in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing, Closing Date of all each of the following conditions, any of or more of which, other than the condition set forth in Section 5.2(j) hereof, may be waived at the option of the Sellers: (a) No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Purchaser in the performance of any each of the covenants herein to be performed by it prior to the Closing, and the representations and warranties Fundamental Representations of the Purchaser contained Buyer set forth in this Agreement shall be true and correct in all material respects (disregarding any materiality, Buyer Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier)), in each case, (i) as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except for unless such representations and warranties made as of a specified date, expressly relate to an earlier date (in which case they shall be true and correct in all material respects as of such earlier date) and (ii) except where a failure to be so true and correct has not had a Buyer Material Adverse Effect; (b) the specified dateBuyer shall not have materially breached any obligations and agreements required to be performed and complied with by it prior to the Closing Date, and except for any such breach that has not had a Buyer Material Adverse Effect; and (c) the Purchaser Sellers shall have delivered to received the Sellers a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers on its behalf;items listed in Section 7.05.

Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers under this Agreement to effect the Closing and consummate the transactions contemplated hereby are by this Agreement is subject to the satisfactionsatisfaction or waiver, at in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing, Closing Date of all each of the following conditions, any of or more of which, other than the condition set forth in Section 5.2(j) hereof, may be waived at the option of the Sellers: (a) No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Purchaser in the performance of any each of the covenants herein to be performed by it prior to the Closing, and the representations and warranties Fundamental Representations of the Purchaser contained Buyer set forth in this Agreement shall be true and correct in all material respects (disregarding any materiality, Buyer Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier)), in each case, (i) as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except for unless such representations and warranties made as of a specified date, expressly relate to an earlier date (in which case they shall be true and correct in all material respects as of such earlier date) and (ii) except where a failure to be so true and correct has not had a Buyer Material Adverse Effect; (b) the specified dateBuyer shall not have materially breached any obligations and agreements required to be performed and complied with by it under this Agreement prior to the Closing Date, and except for any such breach that has not had a Buyer Material Adverse Effect; and (c) the Purchaser Sellers shall have delivered to received the Sellers a certificate certifying each of the foregoingitems listed in Sections 7.05(a), dated the Closing Date (d), (e), (f) and signed by one of its executive officers on its behalf;(g).

Conditions Precedent to Obligations of the Sellers. The obligations of Sellers to affect the Sellers under this Agreement to Closing and consummate the transactions contemplated hereby by this Agreement are subject to the satisfactionsatisfaction or waiver, in whole or in part (to the extent permitted by Law), on or prior to the Closing Date of each of the following conditions: (a) each of the representations and warranties of Purchaser shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Purchaser Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Purchaser Material Adverse Effect), in each case, as of the date of this Agreement and as of the Closing although made at and as of the Closing, unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date); (b) Purchaser shall not have breached in any material respect any obligations and agreements required to be performed and complied with by it prior to the Closing Date; (c) all approvals, consents and waivers that are listed on Schedule 7.02(c) shall have been received, and executed counterparts thereof shall have been delivered to Purchaser and Sellers, respectively, at or prior to the Closing, of all ; and (d) Sellers shall have received the following conditions, any of or more of which, other than the condition set forth items listed in Section 5.2(j) hereof, may be waived at the option of the Sellers: (a) No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Purchaser in the performance of any of the covenants herein to be performed by it prior to the Closing, and the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing, except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date, and the Purchaser shall have delivered to the Sellers a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers on its behalf;7.05.

Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers under this Agreement to consummate the transactions contemplated hereby are Closing is subject to the satisfaction, at satisfaction (or prior to waiver by the Closing, Sellers in their sole discretion) of all the following further conditions, any of or more of which, other than the condition set forth in Section 5.2(j) hereof, may be waived at the option of the Sellers: (a) No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Purchaser in the performance of any of the covenants herein to be performed by it prior to the Closing, and the representations and warranties of the Purchaser Buyer contained in this Agreement (disregarding any materiality or similar qualifiers therein) shall be true and correct in all material respects as of the Closing, except for date hereof and the Closing Date as though made on and as of such date (unless any such representations and warranties are made only as of a specified specific date, in which event such representations and warranties shall be true and correct as of such specified date), except where the failure of the representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement; (b) the Buyer shall have performed in all material respects as of all obligations required to be performed by it under this Agreement at or prior to the specified date, and Closing Date; and (c) the Purchaser Buyer shall have delivered to the Sellers a certificate certifying each of the foregoing, dated the Closing Date and signed validly executed on behalf of the Buyer by one an appropriate executive officer of its executive officers on its behalf;the Buyer certifying that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied.