Common use of CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions being met: (a) Each of the representations and warranties of Seller contained in Article IV that is: (i) qualified by materiality (whether by reference to the terms “material,” “materiality”, “Material” or similar qualifiers set forth therein) shall be true and correct in all respects on and as of the Closing Date (giving effect to such materiality qualification) as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all respects as of such time); and (ii) not so qualified by materiality shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all material respects as of such time). (b) Except for covenants, agreements and conditions qualified by “material” or “materiality” in which case compliance must be performed and complied with in all respects by Seller prior to or at the Closing, Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed on behalf of Seller by an authorized representative of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in paragraphs (a) and (b) above have been fulfilled. (d) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any Governmental Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. If any such condition on the obligations of Buyer under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or before the Closing Date, and (in either case) Buyer is not in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under Article XIV, Section 11.01(d) and Section 15.06, which will survive such termination).

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions being met: (a) Each of the representations and warranties of Seller contained in Article IV that is: (i) qualified by materiality (whether by reference to the terms “material,” “materiality”, “Material” or similar qualifiers set forth therein) shall be true and correct in all respects on and as of the Closing Date (giving effect to such materiality qualification) as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all respects as of such time); and (ii) not so qualified by materiality shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all material respects as of such time). (b) Except for covenants, agreements and conditions qualified by “material” or “materiality” in which case compliance must be performed and complied with in all respects by Seller prior to or at the Closing, Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed on behalf of Seller by an authorized representative of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in paragraphs (a) and (b) above have been fulfilled. (d) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any Governmental Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. If any such condition on the obligations of Buyer under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or before the Closing Date, and (in either case) Buyer is not in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under Article XIV, Section 11.01(d11.1(d) and Section 15.0615.6, which will survive such termination).

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions being met: (a) Each of the representations and warranties of Seller contained in Article IV that is: (i) qualified by materiality (whether by reference to the terms “"material,” “" "materiality”", “"Material” " or similar qualifiers set forth therein) shall be true and correct in all respects on and as of the Closing Date (giving effect to such materiality qualification) as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all respects as of such time); and (ii) not so qualified by materiality shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all material respects as of such time). (b) Except for covenants, agreements and conditions qualified by “"material” " or “"materiality” " in which case compliance must be performed and complied with in all respects by Seller prior to or at the Closing, Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed on behalf of Seller by an authorized representative of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in paragraphs (a) and (b) above have been fulfilled. (d) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any Governmental Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. If any such condition on the obligations of Buyer under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or before the Closing Date, and (in either case) Buyer is not in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under Article XIV, Section 11.01(d11.1(d) and Section 15.0615.6, which will survive such termination).