Common use of Conditions to Obligation of Parent Clause in Contracts

Conditions to Obligation of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) (i) The representations and warranties of Buyer contained in Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and (ii) the representations and warranties of Buyer contained in Article 4 other than Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) shall be true and correct at and as of the Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), in the case of this clause (ii) with only such exceptions as would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the performance by Buyer of its obligations under this Agreement. (c) Parent shall have received a certificate signed by an officer of Buyer certifying as to the matters set forth in Section 8.03(a) and Section 8.03(b). (d) All of the payments and deliveries to be made by Buyer to Parent or VS Holdco and/or by VS Holdco to Parent, as applicable, pursuant to Section 2.09 and, if applicable Section 2.13, shall have been made or shall be made concurrently with the Closing.

Conditions to Obligation of Parent. The obligation of Parent to effect the Closing and consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (or, or the written waiver by Parent in its sole and absolute discretion) on or prior to the extent permissible, waiver by Parent) Closing Date of the following further conditions: (a) Buyer shall have performed and complied with, in all material respects respects, all of its covenants and obligations hereunder under this Agreement that are required to be performed by it at or prior to the Closing Date.Closing; (b) (i) The representations and warranties each of the Buyer contained in Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) Fundamental Representations shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date, Date as if though such representations and warranties were made at and as of such date time (except with respect to representations and warranties that are made expressly as of a specific date, which the extent such representations and warranties shall be have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), and (ii) the all other representations and warranties of Buyer contained in Article 4 other than Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) IV shall be true and correct correct, disregarding all qualifications or limitations as to “materiality” and “Material Adverse Effect” set forth therein, as of the date hereof and at and as of the Closing Date, as if made at and as of such date Date (except with respect to representations and warranties that are made expressly as of a specific date, which the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifications or limitations as to “materiality” and “Material Adverse Effect” set forth therein, as of such earlier date), except to the extent that the failure of such representations and warranties to be so true and correct as of such date), in the case of this clause (ii) with only such exceptions as would not have or reasonably be expected toto have, individually or in the aggregate, prevent, materially delay or materially impede a material adverse effect on Buyer’s ability to consummate the performance by Buyer of its obligations under this Agreement.Contemplated Transactions; (c) Parent shall have received a certificate signed by an officer of Buyer certifying as with respect to the matters set forth in Section 8.03(a) and Section 8.03(b8.03(b)(i) above (the “Buyer Closing Certificate”).; (d) All of Buyer shall have paid the payments Closing Purchase Price (less the Indemnity Escrow Amount) due in accordance with Section 2.04(b)(i); and (e) Buyer shall have delivered to Parent duly-executed counterparts to the Transaction Documents (other than this Agreement) to which it is a party and such other documents and deliveries to be made by Buyer to Parent or VS Holdco and/or by VS Holdco to Parent, as applicable, pursuant to set forth in Section 2.09 and, if applicable Section 2.13, shall have been made or shall be made concurrently with the Closing2.04(b).

Conditions to Obligation of Parent. The Parent’s obligation of Parent to consummate the transactions contemplated by this Agreement and to take the other actions required to be taken by Parent at Closing is subject to the satisfaction (orsatisfaction, to the extent permissibleat or before Closing, waiver by Parent) of each of the following further conditions:conditions (any of which may be waived by Parent in its sole discretion, in whole or in part): (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) (i) The representations and warranties of Buyer contained set forth in Section 4.01Article 2 (other than the representations and warranties set forth in subclause (ii) or (iii) below), Section 4.02 individually and Section 4.08 collectively, must have been true and correct (determined without regard giving effect to any qualification or exception contained therein relating to “material”, “materiality”, “Company Material Adverse Effect” or similar qualifiers contained in any similar qualification of such representations and warranties) as of the date of this Agreement and must be true and correct as of the Closing Date as if made again on the Closing Date, in each case, except (A) for any representation or standardwarranty made as of a specific date or for a particular period, which must be true and correct as of such specific date or for such particular period, and (B) shall as would not have a Company Material Adverse Effect; (ii) the representations and warranties set forth in the first sentence of Section 2.2(a) must have been true and correct in all respects as of the date of this Agreement and must be true and correct as of the Closing Date as if made again on the Closing Date, except (A) for any such representation or warranty made as of a specific date or for a particular period, which must be true and correct as of such specific date or for such particular period, and (B) the failure of any such representation or warranty to be true and correct in a de minimis respect; and (iii) the representations and warranties set forth in Section 2.1, Section 2.2 (other than the first sentence of subsection (a) thereof), Section 2.3 and Section 2.24 must have been true and correct in all material respects as of the date of this Agreement and must be true and correct in all material respects at and as of the Closing Date, Date as if made at and as of again on the Closing Date, except for any such date (except with respect to representations and warranties that are representation or warranty made expressly as of a specific datedate or for a particular period, which representations and warranties shall must be true and correct in all material respects as of such date), specific date or for such particular period; (b) The Company must have performed and (ii) complied with in all material respects the representations covenants and warranties of Buyer contained in Article 4 other than Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) shall be true and correct at and as of the Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), in the case of this clause (ii) with only such exceptions as would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the performance by Buyer of its obligations under this Agreement. (c) Parent shall have received a certificate signed by an officer of Buyer certifying as to the matters set forth in Section 8.03(a) and Section 8.03(b). (d) All of the payments and deliveries Agreement required to be made performed or complied with by Buyer it prior to Parent or VS Holdco and/or by VS Holdco to Parent, as applicable, pursuant to Section 2.09 and, if applicable Section 2.13, shall have been made or shall be made concurrently with the Closing.;