Common use of Conditions Precedent to Seller’s Obligations on the Closing Date Clause in Contracts

Conditions Precedent to Seller’s Obligations on the Closing Date. All of the obligations of Seller hereunder to consummate the Transactions are subject to the fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (a) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Purchaser Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that the Fundamental Representations made by Purchaser shall be true and correct in all respects as of the Closing Date as though made on as and of the Closing Date. (b) Purchaser shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Purchaser at or before the Closing. (c) Purchaser shall have delivered to Seller a certificate in the form attached hereto as Exhibit G dated as of the Closing Date and executed by an authorized officer of Purchaser certifying to the effect that each of the conditions specified above in Section 7.02(a) and Section 7.02(b) is satisfied in all respects (the “Purchaser’s Officer’s Certificate”). (d) Purchaser shall have delivered to Seller a certificate of a Secretary or an Assistant Secretary of Purchaser in the form attached hereto as Exhibit H enclosing a copy of (i) its articles of incorporation certified by the Secretary of State of the Commonwealth of Virginia, (ii) its by-laws and (iii) board of director resolutions authorizing Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Purchaser’s Secretary’s Certificate”). (e) No Closing Legal Impediment shall be in effect. (f) Purchaser shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver the documents set forth on Exhibit B.

Conditions Precedent to Seller’s Obligations on the Closing Date. All of the obligations of Seller and the Selling Subsidiary hereunder to consummate the Transactions are subject to the fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (ai) The representations Each representation and warranties warranty of Purchaser Buyer contained herein in Sections 4.01 and 4.06 shall be true and correct on and in all material respects as of the Closing Date as though if made on and as of such date (except to the Closing Date (other than extent such representations and warranties are expressly made as of a specified specific date, in which case such representations and warranties shall be so true and correct in all material respects as of such specific date only), and (ii) each other representation and warranty of Buyer contained in this Agreement, without giving effect to any materiality or material adverse effect qualifications therein, shall be true and correct as of the Closing Date as if made on and as of such date specified(except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for breaches and inaccuracies of such representations and warranties (without giving effect failures to any limitation as to “materiality,” “material adverse effect” or “Purchaser Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that the Fundamental Representations made by Purchaser shall be true and correct in all respects as would not have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or prevent or materially impede or delay the consummation by Buyer of the Closing Date as though made on as and of the Closing DateTransactions. (b) Purchaser Buyer shall have performed and complied in all material respects with all of its covenants and agreements under contained in this Agreement and the other Transaction Documents to be complied with and performed by Purchaser Buyer at or before the Closing. (c) Purchaser Buyer shall have delivered to Seller (i) a certificate in the form attached hereto as Exhibit G dated as of the Closing Date and executed by an authorized officer of Purchaser certifying Buyer to the effect that each of the conditions specified above in Section 7.02(aSections 5.03(a) and Section 7.02(b(b) is satisfied in all respects (the “Purchaser’s Officer’s Certificate”). (d) Purchaser shall have delivered to Seller a certificate of a Secretary or an Assistant Secretary of Purchaser in the form attached hereto as Exhibit H enclosing a copy of (i) its articles of incorporation certified by the Secretary of State of the Commonwealth of Virginia, and (ii) its by-laws and (iii) board each of director resolutions authorizing Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Purchaser’s Secretary’s Certificate”)deliverables contemplated by Section 2.07. (e) No Closing Legal Impediment shall be in effect. (f) Purchaser shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver the documents set forth on Exhibit B.

Conditions Precedent to Seller’s Obligations on the Closing Date. All of the obligations of Seller hereunder to consummate the Transactions are subject to the fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (a) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Purchaser Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that the Fundamental Representations made by Purchaser shall be true and correct in all respects as of the Closing Date as though made on as and of the Closing Date. (b) Purchaser shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Purchaser at or before the Closing. (c) Purchaser shall have delivered to Seller a certificate in the form attached hereto as Exhibit G H dated as of the Closing Date and executed by an authorized officer of Purchaser certifying to the effect that each of the conditions specified above in Section 7.02(a) and Section 7.02(b) is satisfied in all respects (the “Purchaser’s Officer’s Certificate”). (d) Purchaser shall have delivered to Seller a certificate of a Secretary or an Assistant Secretary of Purchaser in the form attached hereto as Exhibit H I enclosing a copy of (i) its articles of incorporation certified by the Secretary of State of the Commonwealth State of VirginiaCalifornia, (ii) its by-laws and (iii) board of director resolutions authorizing Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Purchaser’s Secretary’s Certificate”). (e) No Closing Legal Impediment shall be in effect; provided, however, that Seller shall have used its commercially reasonable efforts (as required by Section 6.05) to prevent the occurrence or entry of any such Closing Legal Impediment and to remove or appeal as promptly as possible any such Closing Legal Impediment. (f) The waiting periods and approvals required under the Anti-Trust Filings as specified on Schedule 7.01(f) shall have expired or been obtained. (g) Purchaser shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver deliver, the documents Ancillary Agreements and the document set forth on Exhibit B. (h) The actions set forth in Section 3.01(c)(ii) shall have been completed.

Conditions Precedent to Seller’s Obligations on the Closing Date. All of the obligations of Seller hereunder to consummate the Transactions are subject to the fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (a) (i) The representations and warranties of Purchaser contained herein (other than the Purchaser Fundamental Representations) shall be true and correct (without giving effect to any references to “material,” “materially,” “Purchaser Material Adverse Effect,” “material adverse effect” or other similar materiality qualifications contained or incorporated in any such representation or warranty) on and as of the Closing Date as though made on date hereof and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches such failures to be true and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” correct that do not, individually or “Purchaser Material Adverse Effect” set forth thereinin the aggregate, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that Effect and (ii) the Purchaser Fundamental Representations made by Purchaser shall be true and correct in all material respects on and as of the date hereof and the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the Closing Date as though made on as and of the Closing Datedate specified). (b) Purchaser shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Purchaser at or before the Closing. (c) Purchaser shall have delivered to Seller a certificate in the form attached hereto as Exhibit G J dated as of the Closing Date and executed by an authorized officer of Purchaser certifying to the effect that each of the conditions specified above in Section 7.02(a) and Section 7.02(b) is satisfied in all respects (the “Purchaser’s Officer’s Certificate”). (d) Purchaser shall have delivered to Seller a certificate of a Secretary or an Assistant Secretary of Purchaser in the form attached hereto as Exhibit H K enclosing a copy of (i) its articles certificate of incorporation certified by the Secretary of State of the Commonwealth State of VirginiaDelaware, (ii) its by-laws and (iii) board of director resolutions authorizing Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Purchaser’s Secretary’s Certificate”). (e) No Closing Legal Impediment shall be in effect. (f) The waiting periods, clearances and approvals required under Anti-Trust Filings shall have expired or been obtained. (g) Purchaser shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver deliver, the instruments and documents set forth on Exhibit B. (h) The actions set forth in Section 3.01(c) shall have been completed.

Conditions Precedent to Seller’s Obligations on the Closing Date. All of the obligations of Seller hereunder to consummate the Transactions are subject to the fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (a) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Purchaser Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that the Fundamental Representations made by Purchaser shall be true and correct in all respects as of the Closing Date as though made on as and of the Closing Date. (b) Purchaser shall have performed and complied in all material respects with all the terms, provisions and conditions of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Purchaser at or before the Closing. (c) Purchaser shall have delivered to Seller a certificate certificate, in the form attached hereto as Exhibit G L hereto, dated as of the Closing Date and executed by an authorized officer of Purchaser certifying to the effect that each of the conditions specified above in Section 7.02(a) and Section 7.02(b) is satisfied in all respects (the “Purchaser’s Purchaser Officer’s Certificate”). (d) Purchaser shall have delivered to Seller a certificate of a Secretary or an Assistant Secretary of Purchaser Purchaser, in the form attached hereto as Exhibit H M hereto, enclosing a copy of (i) its articles certificate of incorporation certified by the Secretary of State of the Commonwealth State of VirginiaDelaware, (ii) its by-laws and (iii) resolutions of the board of director resolutions directors of Purchaser authorizing Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Purchaser’s Purchaser Secretary’s Certificate”). (e) No Closing Legal Impediment shall be in effect. (f) The waiting periods and approvals required under the Antitrust Filings as specified on Schedule 7.01(f) hereto shall have expired or been obtained. (g) Seller shall have received the Purchase Price in accordance with Section 2.06. (h) Purchaser shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver deliver, the Transaction Documents and the documents set forth on Exhibit B.in Section 3.01(c).

Conditions Precedent to Seller’s Obligations on the Closing Date. All of the obligations of Seller hereunder to consummate the Transactions are subject to the fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (a) The representations and warranties of Purchaser contained herein in this Agreement and in any certificate delivered by them pursuant hereto, to the extent not qualified by materiality, shall have been true and correct in all material respects as of the date hereof and shall be true and correct on in all material respects at and as of the Closing Date as though if made on at and as of such date and the Closing Date (other than representations and warranties made as of a specified datePurchaser contained in this Agreement and in any certificate or other writing delivered by them pursuant hereto, which to the extent qualified by materiality, shall be true and correct as of the date specified), except for breaches and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Purchaser Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that the Fundamental Representations made by Purchaser shall be been true and correct in all respects as of the date hereof and at and as of the Closing Date as though if made on at and as and of the Closing Datesuch date. (b) Purchaser shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Purchaser at or before the Closing. (c) Purchaser shall have delivered to Seller a certificate in the form attached hereto as Exhibit G dated as of the Closing Date and executed by an authorized officer of Purchaser certifying to the effect that each of the conditions specified above in Section 7.02(a) and Section 7.02(b) is satisfied in all respects (the “Purchaser’s Officer’s Certificate”). (d) Purchaser shall have delivered to Seller a certificate of a Secretary or an Assistant Secretary of Purchaser in the form attached hereto as Exhibit H enclosing a copy of (i) its articles of incorporation certified by the Secretary of State of the Commonwealth of Virginia, (ii) its by-laws and (iii) board of director resolutions authorizing Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Purchaser’s Secretary’s Certificate”). (e) No Closing Legal Impediment shall be in effect; provided that Seller shall have used its commercially reasonable efforts to prevent the occurrence or entry of any such Closing Legal Impediment and to remove or appeal as promptly as possible any such Closing Legal Impediment. (fd) Purchaser shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver deliver, the instruments and documents set forth on Exhibit B. (e) The actions set forth in Section 3.01(c) shall have been completed.

Conditions Precedent to Seller’s Obligations on the Closing Date. All of the obligations of Seller hereunder to consummate the Transactions are subject to the fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived waived, to the extent permitted by applicable Law, in whole or in part by Seller in writing): (a) The representations and warranties of Purchaser Buyer contained herein (other than the Buyer Fundamental Representations) shall be true and correct on and as of the Closing Date as though made (without giving effect to any references to “material”, “materially” or other similar materiality qualifications contained or incorporated in any such representation or warranty) on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches such failures to be true and inaccuracies correct that do not, individually or in the aggregate, have a material adverse effect on the ability of such Buyer and its Affiliates to perform their obligations under this Agreement or to consummate the Transactions. Each of the representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Purchaser Material Adverse Effect” of Buyer set forth thereinin Sections 4.01 (Buyer’s Organization; Power; Execution) and 4.05 (Brokerage Fees) (collectively, but giving effect to any dollar threshold specified thereinthe “Buyer Fundamental Representations”) that would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that the Fundamental Representations made by Purchaser shall be true and correct in all material respects on and as of the Closing Date (other than representations and warranties made as though made on of a specified date, which shall be true and correct as and of the Closing Datedate specified). (b) Purchaser Buyer shall have performed and complied in all material respects with all the terms, provisions and conditions of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Purchaser Buyer at or before the Closing. (c) Purchaser Buyer shall have delivered to Seller a certificate in the form attached hereto as Exhibit G dated as of the Closing Date and executed by an authorized officer of Purchaser certifying Buyer to the effect that each of the conditions specified above in Section 7.02(aSections 5.02(a) and Section 7.02(b(b) is satisfied in all respects (the “Purchaser’s Officer’s Certificate”)respects. (d) Purchaser Buyer shall have delivered to Seller a certificate of a Secretary secretary or an Assistant Secretary other authorized signatory of Purchaser in the form attached hereto as Exhibit H Buyer enclosing a copy of (i) its articles certified certificate of incorporation certified by the Secretary of State of the Commonwealth of Virginiaincorporation, (ii) its by-laws and (iii) board of director directors resolutions authorizing Purchaser Buyer to enter into this Agreement and the other Transaction Documents and to consummate the Transactions Transactions, or the equivalent of the documents referred to in clauses (the “Purchaser’s Secretary’s Certificate”i), (ii) and (iii) above under applicable Law governing Buyer. (e) No Closing Legal Impediment shall be in effect. (f) Purchaser All Anti-Trust Approvals in the jurisdictions specified on Schedule 5.01(f) to the Disclosure Letter shall have been obtained. (g) Buyer shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver deliver, the documents Ancillary Agreements contemplated under Section 7.09. (h) The actions set forth on Exhibit B.in Section 2.09 shall have been completed.