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 satisfaction (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: (a) The representations and warranties of Buyer contained in Article VI shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except (i) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (ii) to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to prevent or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement; (b) Buyer shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by it on or prior to the Closing; (c) Sellers shall have received a certificate signed by an executive officer of Buyer stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 4.2, except for such deliveries which, by their nature, cannot be made on or prior to the Closing.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (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: (a) The the representations and warranties of Buyer contained made by Purchaser in Article VI IV shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except (i) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (ii) to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to prevent or materially impair the ability of Buyer Purchaser to consummate the transactions contemplated by this Agreement; (b) Buyer Purchaser shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by it Purchaser on or prior to the ClosingClosing Date; (c) Sellers shall have received a certificate signed by an executive officer of Buyer stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 4.2, except for such deliveries which, 2.5; (d) Sellers shall have received a certificate signed by their nature, cannot be made on or prior an executive officer of Purchaser stating that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; and (e) the Company’s vendors and suppliers shall have agreed to an aggregate amount of at least $2 million in reductions to valid claims pursuant to Section 503(b)(9) of the ClosingBankruptcy Code.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction (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: (a) The the representations and warranties of Buyer contained made by Purchaser in Article VI IV shall be true and correct correct, in all respects as of the Closing Date as though made on and each case as of the Closing Date, except with the same force and effect as though all such representations and warranties had been made as of the Closing Date (i) that other than representations and warranties that are made by their terms address matters only as of a another specified date need date, which shall be so true and correct only as of such date and (ii) to the extent other specified date), except where the failure of such representations and or warranties to be so true and correct (without giving effect to any limitation as of such datesto “materiality”, individually “material adverse effect”, “Material Adverse Effect” or in the aggregate, has not had and similar qualifiers contained therein) would not reasonably be expected to prevent or materially impair the or prevent Purchaser’s ability of Buyer to consummate the transactions contemplated by this AgreementTransactions; (b) Buyer Purchaser shall have performed and or complied with, or caused to be performed or complied with, in all material respects with respects, all of the obligations and covenants contained in required by this Agreement which are required to be performed and or complied with by it Purchaser on or prior to the Closing;; and (c) Sellers shall have received a certificate signed by an executive officer of Buyer stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 4.2, except for such deliveries which, by their nature, cannot be made on or prior to the Closing2.5.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction (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: (a) The the representations and warranties of Buyer contained made by Purchaser in Article VI IV shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except (i) that representations and warranties that are made as of a specified date, which, for the avoidance of doubt, shall not include the reference to “as of the date hereof” in the first sentence of Article III, need be true and correct in all material respects only as of such date and (ii) to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to prevent or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreementdate; (b) Buyer Purchaser shall not have performed and complied breached in all a manner that is material respects with respect to the Transactions, taken as a whole, the covenants contained in this Agreement which are required to be performed and or complied with by it under this Agreement on or prior to the Closing;Closing Date; and (c) Sellers shall have received on and as of the Closing Date a certificate signed by of an executive authorized officer of Buyer stating Purchaser confirming that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 4.2, except for such deliveries which, by their nature, cannot be made on or prior to the Closing2.5 have been satisfied.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers Sellers' obligation to consummate the transactions contemplated by sale under this Agreement are agreement is subject to the satisfaction (or to the extent permitted by Lawfulfillment, written waiver by Sellers in their sole discretion), on at or prior to the Closing DateClosing, of each of the following conditions:conditions (any of which may be waived in writing by Sellers): (a) The all representations and warranties of Buyer contained in Article VI under this agreement shall be true and correct in all respects as of the Closing Date as though made on at and as of the time of the Closing Date, except (i) that with the same effect as though those representations and warranties that are had been made at and as of a specified date need be true and correct only that time, with such exceptions as of such date and (ii) to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or do not in the aggregate, has not had and would not reasonably be expected to prevent or materially impair aggregate have a material adverse effect on the ability of Buyer to consummate the transactions transaction contemplated by this Agreementagreement; (b) Buyer shall have performed and complied in all material respects with the all obligations, covenants contained in and conditions required by this Agreement which are required agreement to be performed and or complied with by it on or prior to or at the Closing; (c) Sellers shall have received duly received, without any condition adverse to Sellers, the consent from the Banks (who shall have released their Liens on the Assets); (d) there shall not be in effect an injunction or restraining order issued by a certificate signed court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated by an executive officer of Buyer stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfiedthis agreement; and (de) Buyer Sellers shall have deliveredbeen furnished with a certificate of an officer of Buyer, or caused dated the Closing Date, in form and substance satisfactory to be deliveredSellers, certifying to Sellers all the fulfillment of the items conditions set forth in Section 4.2, except for such deliveries which, by their nature, cannot be made on or prior to the Closingsections 7.2(a) and (b).