Common use of Conditions to Obligation of Buyer Clause in Contracts

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are subject to the satisfaction or waiver of the following further conditions: (i) The Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing Date, (ii) the representations and warranties of Albertsons’ or SUPERVALU contained in this Agreement (disregarding any Material Adverse Effect, materiality or similar qualifiers therein) shall be true and correct as of the date hereof and Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct as of such specified date), except where any failure of such representations or warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, and (iii) Buyer shall have received a certificate signed by an officer of Albertson’s or SUPERVALU, as applicable, to the foregoing effect. (b) The applicable Sellers shall have duly executed and delivered each of the Ancillary Agreements.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are by this Agreement is also subject to the satisfaction or waiver of the following further conditions, any one or more of which may be waived by Buyer: (ia) The Sellers Seller shall have performed in all material respects all of their its material obligations and agreements hereunder required to be performed by them it on or prior to the Closing Date, Closing; (iib) the representations and warranties of Albertsons’ or SUPERVALU Seller contained in Article III and Section 6.01 of this Agreement (disregarding any Agreement, without giving effect to materiality or Material Adverse EffectEffect qualifications, materiality or similar qualifiers therein) shall be true and correct at and as of the date hereof and Closing Date as though if made on at and as of the Closing Date (other than such date (unless any such representation or warranty is made representations and warranties that by their terms address matters only as of a specific another specified date, in which event such representation and warranty shall be true and correct only as of such specified date), except where any the failure of such representations or and warranties to be so true and correctcorrect would not reasonably be expected to, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, and ; (iiic) Buyer shall have received a certificate signed by an officer of Albertson’s or SUPERVALU, as applicable, Seller to the foregoing effect.; and (bd) The applicable Sellers no change, event, effect, condition, circumstances, state of facts or development shall have duly executed and delivered each occurred, arisen or become known since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the Ancillary Agreementsaggregate, a Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are Closing is subject to the satisfaction or waiver of the following further conditions: (ia) The Sellers the Company shall have performed in all material respects all of their its obligations hereunder required to be performed by them it on or prior to the Closing DateDate other than its obligations under Section 5.01(b); (b) the Company shall have performed all of its obligations under Section 5.01(b) except to the extent that its failure to do so would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iic) the representations and warranties of Albertsons’ or SUPERVALU the Company contained in this Agreement (disregarding and in any Material Adverse Effect, materiality certificate or similar qualifiers therein) other writing delivered by the Company pursuant hereto shall be true in all respects at and correct as of the date hereof and Closing Date as though if made on at and as of such date time (unless any such representation or and warranty is made only speaks as of a specific an earlier specified date, in which event such representation and warranty shall be true and correct in all respects as of such specified date); provided, except where however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties (other than the representation and warranty set forth in Section 3.09(a)) relating to materiality or a Material Adverse Effect; and provided further, that for purposes of this condition, such representations and warranties (other than the representation and warranty set forth in Section 3.09(a), which shall be true in all respects) shall be deemed to be true in all respects unless the failure or failures of such representations or and warranties to be so true and correct, individually or in the aggregate, has not had and or would not reasonably be expected to have a Material Adverse Effect, Effect and (iii) Buyer shall have received a certificate signed by an officer the Chief Executive Officer of Albertson’s or SUPERVALU, as applicable, the Company to the foregoing effect. (b) The applicable Sellers shall have duly executed and delivered each of the Ancillary Agreements.

Conditions to Obligation of Buyer. The In addition to the conditions set forth in Section 6.01, the obligation of Buyer to consummate the transactions contemplated hereby are Closing shall be subject to the satisfaction satisfaction, or (to the extent permitted by applicable Law) waiver by Buyer on or prior to the Closing Date, of each of the following further conditions: (i) The Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing Date, (iia) the representations and warranties of Albertsons’ or SUPERVALU contained Sellers set forth in Article III, taken together, excluding for purposes of this Agreement (disregarding Section 6.02(a) any reference to any materiality, “Material Adverse Effect, materiality ” or similar standards or qualifiers contained therein) , shall be true and correct as of the date hereof and Closing Date as though if made on such date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct as of such specified earlier date), except where for any failure breaches of such representations or and warranties to be so true and correctthat would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, and (iii) Buyer shall have received a certificate signed by an officer of Albertson’s or SUPERVALU, as applicable, to the foregoing effect.; and (b) The applicable Sellers shall have duly executed performed and delivered each complied in all material respects with all of its other obligations under this Agreement required to be performed and complied with by it as of the Ancillary AgreementsClosing Date.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are Closing is subject to the satisfaction (or waiver by Buyer) of each of the following further conditions: (i) The Sellers each Seller shall have performed in all material respects all of their its covenants and other obligations hereunder required to be performed by them it on or prior to the Closing Date, Date and (ii) (A) the representations and warranties of Albertsons’ or SUPERVALU contained Sellers set forth in Article III of this Agreement (other than the Seller Fundamental Representations), disregarding any all qualifications and exceptions contained therein as to “material,” “in all material respects,” Seller Material Adverse Effect, materiality Effect or similar qualifiers therein) materiality qualifiers, shall be true and correct at and as of the date hereof and Closing Date Date, as though if made on at and as of such date (unless any with only such representation exceptions as do not, or warranty is made only as of a specific date, in which event such representation and warranty shall would not reasonably be true and correct as of such specified date), except where any failure of such representations or warranties expected to be so true and correcthave, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller Material Adverse Effect, and (iiiB) Buyer the Seller Fundamental Representations shall have received a certificate signed by an officer be true and correct at and as of Albertson’s or SUPERVALUthe Closing Date, as applicable, to the foregoing effect.if made at and as of such date; (b) The applicable the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) Sellers shall have duly executed and delivered each of the Ancillary Agreementsitems required by Section 2.05(c) to be delivered by Sellers at the Closing.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are Closing is subject to the satisfaction (or waiver, to the extent waiver of such condition is permitted by law, by Buyer) of the following further conditions: (i) The Sellers Seller shall have performed in all material respects all of their its material obligations hereunder required to be performed by them it on or prior to the Closing Date, (ii) the representations and warranties of Albertsons’ or SUPERVALU Seller contained in this Agreement (disregarding any Material Adverse Effect, materiality or similar qualifiers therein) shall be true and correct on and as of the date hereof and Closing Date as though if made on and as of such date (unless any such representation or warranty is other than those made only on and as of a specific specified date, in which event such representation and warranty shall be true and correct on and as of such specified date), except where without giving effect to any failure of materiality, Material Adverse Effect or similar qualifiers contained in such representations or and warranties (other than those qualifiers specified on Schedule 10.02(a)(ii) hereto), except for such failures to be so true and correctcorrect as has not and would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, Effect and (iii) Buyer shall have received a certificate signed by an authorized officer of Albertson’s or SUPERVALU, as applicable, Seller to the foregoing effect. (b) The applicable Sellers Since the date of this Agreement, there shall not have duly executed and delivered each of occurred any change, event, circumstance or development that has had, or would reasonably be expected to have, individually or in the Ancillary Agreementsaggregate, a Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are Closing is subject to the satisfaction (or waiver by Buyer) of each of the following further conditions: (a) (i) The Sellers each Seller shall have performed in all material respects all of their its covenants and other obligations hereunder required to be performed by them it on or prior to the Closing Date, Date and (ii) (A) the representations and warranties of Albertsons’ or SUPERVALU contained Sellers set forth in Article III of this Agreement (other than the Seller Fundamental Representations), disregarding any all qualifications and exceptions contained therein as to “material,” “in all material respects,” Seller Material Adverse Effect, materiality Effect or similar qualifiers therein) materiality qualifiers, shall be true and correct at and as of the date hereof and Closing Date Date, as though if made on at and as of such date (unless any with only such representation exceptions as do not, or warranty is made only as of a specific date, in which event such representation and warranty shall would not reasonably be true and correct as of such specified date), except where any failure of such representations or warranties expected to be so true and correcthave, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller Material Adverse Effect, and (iiiB) Buyer the Seller Fundamental Representations shall have received a certificate signed by an officer be true and correct at and as of Albertson’s or SUPERVALUthe Closing Date, as applicable, to the foregoing effect.if made at and as of such date; (b) The applicable the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) Sellers shall have duly executed and delivered each of the Ancillary Agreementsitems required by Section 2.05(c) to be delivered by Sellers at the Closing.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are Closing is subject to the satisfaction or waiver of the following further conditions: (a) (i) The Sellers representations and warranties of Seller contained in Sections 3.01, 3.02, 3.05, 3.06, 4.01(a), 4.02, 4.04 and 4.19 shall be true and correct in all material respects both at and as of the date hereof and at and as of the Closing Date, as if made at and as of the Closing Date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct in all material respects only as of such time) and (ii) all other representations and warranties of Seller contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct both at and as of the date hereof and at and as of the Closing Date, as if made at and as of the Closing Date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct only as of such time), with only such exceptions as do not, individually or in the aggregate, constitute a Material Adverse Effect. (b) Seller and the Company shall have performed in all material respects all of their respective obligations hereunder required to be performed by them on at or prior to the Closing Date, Closing. (ii) the representations and warranties of Albertsons’ or SUPERVALU contained in this Agreement (disregarding any Material Adverse Effect, materiality or similar qualifiers therein) shall be true and correct as of the date hereof and Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct as of such specified date), except where any failure of such representations or warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, and (iiic) Buyer shall have received a certificate signed on behalf of Seller by an executive officer of Albertson’s or SUPERVALU, as applicable, Seller to the effect that the conditions set forth in the foregoing effectclauses (a) and (b) have been met. (bd) The applicable Sellers Since the date of this Agreement, there shall not have duly executed occurred and delivered each of the Ancillary Agreementsbe continuing any Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby are Closing is subject to the satisfaction or waiver of the following further conditions: (i) The Sellers Seller shall have performed in all material respects all of their its obligations hereunder required to be performed by them it on or prior to the Closing Date, and (ii) the representations and warranties of Albertsons’ or SUPERVALU Seller contained in this Agreement (disregarding and in any Material Adverse Effect, materiality certificate or similar qualifiers therein) other writing delivered by Seller pursuant hereto shall be true at and correct as of the date hereof and Closing Date Date, as though if made on at and as of such date (unless any such representation or warranty is made only as of a specific date, in which event with only such representation and warranty shall be true and correct exceptions as of such specified date), except where any failure of such representations or warranties to be so true and correct, individually or would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Company Material Adverse Effect, and . (iiib) Buyer shall have received a certificate signed by an officer of Albertson’s or SUPERVALU, as applicable, all documents it may reasonably request relating to the foregoing effectexistence of Seller, the Company and the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer. (bc) The applicable Sellers Since the Company Balance Sheet Date, there shall not have duly executed and delivered each occurred any event or condition of any character that has had or is reasonably likely to have, either individually or in the Ancillary Agreementsaggregate with all such other events or conditions, a Company Material Adverse Effect, determined without regard to whether such change constitutes a breach of a representation or warranty.