Common use of CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations to sell the Shares and to take the other actions required to be taken by Seller at the Closing are subject to the satisfaction as of the Closing Date of each of the following conditions (each of which may be waived by Seller, in whole or in part): (a) the representations and warranties of Purchaser contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if made on the Closing Date; and (b) Purchaser shall have performed all of the covenants and obligations that Purchaser is required to perform or to comply with at or prior to the Closing pursuant to this Agreement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations to sell Seller shall consummate the sale of the Assets and the Assigned Shares and to take the other actions required to be taken as contemplated by Seller at this Agreement on the Closing are subject to the satisfaction as of the Closing Date of each of Date, provided that the following conditions (each of which may be precedent and those in Section 9.3 shall have been satisfied or have been waived in writing by Seller, in whole or in part):: (a) the representations and warranties of Purchaser Buyer contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all material respects (other than those representations and warranties qualified with respect to materiality, which shall be true and correct in all respects) at and as of Closing as though such representations and warranties were made at and as of the Closing Date as if made on the Closing DateClosing; and (b) Purchaser Buyer shall have performed complied in all of the material respects with all covenants and obligations that Purchaser is required contained in this Agreement to perform be performed or to comply complied with by Buyer at or prior to the Closing pursuant to this AgreementClosing.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's The obligations of Seller to sell consummate the Shares and to take sale of the other actions required to be taken Assets as contemplated by Seller at the Closing this Agreement are subject to the satisfaction as of the Closing Date of each of the following conditions (each of which may be precedent and those in Section 8.3 being satisfied or waived in writing by Seller, in whole or in part):: (a) the representations and warranties of Purchaser Buyer contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all material respects (other than those representations and warranties qualified with respect to materiality, which shall be true and correct in all respects) at and as of Closing as though such representations and warranties were made at and as of the Closing Date as if made on the Closing DateClosing; (b) Buyer shall have complied in all material respects with all covenants and obligations contained in this Agreement to be performed or complied with by Buyer at or prior to Closing; and (bc) Purchaser Buyer shall have performed all of the covenants be ready, willing and obligations that Purchaser is required able to perform or to comply with at or prior to deliver the Closing pursuant to this Agreementdeliverables set forth in Section 9.3.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's The obligations of Seller to sell the Shares and to take the other actions required to be taken by Seller at proceed with the Closing are subject to the satisfaction as of the Closing Date of each of the following conditions (each precedent, all or any of which may be waived by Seller, Seller in whole or in part):its sole discretion: (a) the The representations and warranties of Purchaser contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all material respects as of the Signing Date and the Closing Date with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as if made on the Closing Dateof such specified date); and (b) Purchaser shall have performed complied in all of the material respects with all covenants and obligations that contained in this Agreement to be performed or complied with by Purchaser is required to perform or to comply with at on or prior to the Closing pursuant to this AgreementDate.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations to sell Seller shall consummate the Shares and to take sale of the other actions required to be taken Assets as contemplated by Seller at this Agreement on the Closing are subject to the satisfaction as of the Closing Date of each of Date, provided that the following conditions (each of which may be precedent and those in Section 9.3 shall have been satisfied or have been waived in writing by Seller, in whole or in part):: (a) the representations and warranties of Purchaser Buyer contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all material respects at and as of Closing as though such representations and warranties were made at and as of the Closing Date as if made on the Closing DateClosing; and (b) Purchaser Buyer shall have performed complied in all of the material respects with all covenants and obligations that Purchaser is required contained in this Agreement to perform be performed or to comply complied with by Buyer at or prior to the Closing pursuant to this AgreementClosing.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations Sellers shall be obligated to sell consummate the Shares and to take sale of the other actions required to be taken by Seller at Properties as contemplated hereby on the Closing are subject to the satisfaction as of the Closing Date of each of Date, provided the following conditions (each of which may be precedent exist or have been waived by Seller, in whole or in part):Sellers: (a) the All representations and warranties of Purchaser Buyer contained in this Agreement must have been true and correct or in all respects on connection with any of the date of this Agreement and transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Date as if though such representations and warranties were made on the Closing Date; andat and as of such time; (b) Purchaser Buyer shall have complied in all material respects with all agreements and conditions of this Agreement to be performed all of the covenants and obligations that Purchaser is required to perform or to comply complied with at by Buyer on or prior to the Closing pursuant to this Agreement.Date;

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations Seller shall be ---------------------------------------------------- obligated to sell consummate the Shares and to take sale of the other actions required to be taken Properties as contemplated by Seller at this Agreement on the Closing are subject to the satisfaction as of the Closing Date of each of Date, provided the following conditions (each of which may be precedent have been satisfied or have been waived by Seller, in whole or in part):: (a) the 15.1.1 All representations and warranties of Purchaser Buyer contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all material respects at and as of the Closing Date as if though such representations and warranties were made on the Closing Dateat and as of such time; and (b) Purchaser 15.1.2 Buyer shall have complied in all material respects with all obligations and conditions contained in this Agreement to be performed all of the covenants and obligations that Purchaser is required to perform or to comply complied with at by Buyer on or prior to the Closing pursuant to this AgreementClosing.