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

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by Purchaser in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect, or similar qualification shall be true and correct in all respects after giving effect to such qualification), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; and (c) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.3.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction (or to the extent permitted by Law, written waiver by Sellers in their sole discretion), on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by Purchaser in this Agreement or in any Ancillary Document Article IV shall be true and correct in all material respects (provided that any such representation or warranty that is subject without giving effect to any materiality, Material Adverse Effect, materiality or similar qualification shall be true and correct in all respects after giving effect to such qualificationcontained therein), in each case as of the Agreement Date date hereof and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations or warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby; (b) Purchaser shall have performed and complied or caused to be performed, in all material respects with respects, all of the obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to by the Closing DateClosing; and (c) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.32.5.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretionconditions being met: (a) Each of the representations and warranties made by Purchaser of Buyer contained in this Agreement or in any Ancillary Document Article V shall be true and correct in all material respects as of the date made and (provided that any such representation or warranty that is subject having been deemed to any materiality, Material Adverse Effect, or similar qualification have been made again on and as of the Closing Date in the same language) shall be true and correct in all material respects after giving effect to such qualification), in each case as of the Agreement Date on and as of the Closing Date, with except as affected by transactions permitted by this Agreement and except to the same force and effect as though all extent that any such representations and warranties had been representation or warranty is made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another a specified date, in which case such representation or warranty shall be so have been true and correct only in all material respects as of such other specified date);. (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations (or compliance therewith shall have been waived by Sellers) each and agreements every covenant, agreement and condition required by this Agreement to be performed or complied with by Purchaser on or Buyer prior to or at the Closing Date; andClosing. (c) Purchaser Buyer shall have delivered, or caused to be delivered, to Sellers all delivered a certificate executed by an executive officer of Buyer dated as of the items Closing Date, representing and certifying in such detail as Sellers may reasonably request that the conditions set forth in Section 3.3subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Sellers or any of their Affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement.

Conditions Precedent to the Obligations of Sellers. The All obligations of Sellers to consummate the transactions contemplated by each Seller under this Agreement are subject to the fulfillment, on at or prior to the Closing Date, of each of the following conditions, any of which conditions may be waived in writing only by Sellers in their sole discretionSeller Representative and, if not fulfilled, shall be deemed waived upon Closing: (a) the The representations and warranties made by Purchaser of Buyers herein contained shall have been true and correct as of the date hereof in this Agreement or in any Ancillary Document all material respects and shall continue to be true and correct as of the Closing Date in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect, or similar qualification shall be true and correct in all respects after giving effect to such qualification), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than except those representations and warranties that by their terms address matters only as of another a specified date, the accuracy of which shall be so determined as of that date in all respects); provided, however, that with respect to any representation or warranty that contains an express materiality limitation, such representation or warranty shall be true and correct only as of such other specified date);in all respects. (b) Purchaser Each Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with all the obligations, agreements and covenants of such Buyer herein contained to be performed by Purchaser on or it prior to or as of the Closing Date; and. (c) Purchaser All deliveries and payments required to be made by each Buyer under Section 2.7(b) of this Agreement on or before the Closing Date, shall have deliveredbeen received by Seller Representative or Sellers, or caused as applicable, and, in the case of document deliveries, in form and substance reasonably satisfactory to be delivered, to Sellers all of the items set forth in Section 3.3Seller Representative.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Closing are subject to the fulfillmentsatisfaction (or to the extent permitted by Law, written waiver by Sellers in their sole discretion), on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by Purchaser in this Agreement or in any Ancillary Document Article IV shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect, or similar qualification shall be true and correct in all respects after giving effect to such qualification), in each case as of the Agreement Closing Date as though made on and as of the Closing Date, with except (A) that representations and warranties that are made as of a specified date need be true and correct in all material respects only as of such date and (B) to the same force and effect as though all extent the failure of such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall to be so true and correct only as of such other specified date)dates has not had and would not reasonably be expected to have a material adverse effect on Purchaser’s performance of its obligations under the Transaction Agreement and the consummation of (or Purchaser’s ability to consummate) the Transactions; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements the covenants required by this Agreement to be performed or complied with by Purchaser it under this Agreement on or prior to the Closing Date; and (c) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.32.5.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by Purchaser in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject without giving effect to any materiality, Material Adverse Effect, materiality or similar qualification shall be true and correct in all respects after giving effect to such qualificationcontained therein), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations or warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser’s ability to consummate the transactions contemplated hereby; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; and (c) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.3.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by the Purchaser in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject without giving effect to any materiality, Material Adverse Effect, materiality or similar qualification shall be true and correct in all respects after giving effect to such qualificationcontained therein), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations or warranties to be so 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 Purchaser's ability to consummate the transactions contemplated hereby; (b) the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date; and (c) the Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.3.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by the Purchaser in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject without giving effect to any materiality, Material Adverse Effect, materiality or similar qualification shall be true and correct in all respects after giving effect to such qualificationcontained therein), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations or warranties to be so 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 Purchaser’s ability to consummate the transactions contemplated hereby; (b) the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date; and (c) the Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.3.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction (or to the extent permitted by Law, written waiver by Sellers in their sole discretion), on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by Purchaser in this Agreement or in any Ancillary Document Article IV shall be true and correct in all material respects (provided that any such representation or warranty that is subject without giving effect to any materiality, Material Adverse Effect, materiality or similar qualification shall be true and correct in all respects after giving effect to such qualificationcontained therein), in each case as of the Agreement Date date hereof and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date);, except where the failure of such representations or warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby;‌ (b) Purchaser shall have performed and complied or caused to be performed, in all material respects with respects, all of the obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to by the Closing DateClosing; and (c) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.32.5.