Common use of CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE Clause in Contracts

CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. Purchaser’s obligation to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver (in Purchaser’s sole discretion), prior to or at the Closing, of each of the following conditions: (a) All of the covenants and agreements required by this Agreement to be complied with and performed by Seller on or before the Closing Date shall have been duly complied with and performed in all material respects. (b) The representations and warranties of Seller set forth in Section 5.1 and Section 5.2 shall be true and correct as written (in each case after giving effect to the lead in to Article V) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties speak of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, (other than such failures to be true and correct as are de minimis). Each of the representations and warranties of Seller contained in Article V shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except (1) that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date; and (2) where the failure of such representations and warranties in the aggregate to be so true and correct has not had, and would not reasonably be likely to have, a Material Adverse Effect (disregarding for purposes of this clause (2) any qualification in the text of the relevant representation or warranty as to materiality or Material Adverse Effect). (c) Purchaser shall have received at the Closing a certificate dated the Closing Date and validly executed on behalf of Seller by an appropriate officer of Seller certifying that the conditions specified in Section 10.3(a) and Section 10.3(b), to the extent applicable to Seller, have been satisfied.

CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. Purchaser’s obligation to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver (in Purchaser’s sole discretion), prior to or at the Closing, of each of the following conditions: (a) All of the covenants and agreements required by this Agreement to be complied with and performed by Seller on or before the Closing Date shall have been duly complied with and performed in all material respects. (bi) The Each of the representations and warranties of Seller set forth contained in Section 5.1 Sections 5.1, 5.2, 5.4(ii), 5.8 (second sentence) and Section 5.2 5.21 shall be true and correct as written (in each case after giving effect to the lead in to Article V) as of the date of this Agreement hereof and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties speak of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, (other than such failures to be true and correct as are de minimis). Each of the representations and warranties of Seller contained in Article V shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except (1) that those representations and warranties which that address matters only as of a particular date shall be true and correct as of such particular date; (ii) the representations and warranties of Seller contained in Section 5.15 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date; and (2iii) each of the other representations and warranties of Seller contained in Article V shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date shall be true and correct as of such particular date, except where the failure of such representations and warranties in the aggregate to be so true and correct has not had, and would not reasonably be likely expected to have, individually or in the aggregate, a Material Adverse Effect (disregarding for purposes of this clause (2iii) any qualification in the text of the relevant representation or warranty as to materiality or Material Adverse Effect). (c) Since the date of this Agreement, there shall not have occurred any fact, event or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Purchaser shall have received at the Closing a certificate dated the Closing Date and validly executed on behalf of Seller by an appropriate officer of Seller Seller’s Chief Operating Officer certifying that the conditions specified in Section 10.3(a) and Section 10.3(b), to the extent applicable to Seller, ) have been satisfied. (e) Purchaser shall have received the proceeds of the Acceptable Financing. (f) Seller shall have delivered the items set forth in Section 4.2(a). (g) None of the Regulatory Approvals shall have resulted in the imposition of any Burdensome Condition.

CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. Purchaser’s obligation to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver (in Purchaser’s sole discretion), prior to or at the Closing, of each of the following conditions: (a) All of the covenants and agreements required by this Agreement to be complied with and performed by Seller on or before the Closing Date shall have been duly complied with and performed in all material respects. (b) The representations and warranties of Seller set forth in Section 5.1 and Section 5.2 shall be true and correct as written (in each case after giving effect to the lead in to Article V) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties speak of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, date (other than such failures to be true and correct as are de minimis). Each of the representations and warranties of Seller contained in Article V shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except (1) that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date; and (2) where the failure of such representations and warranties in the aggregate to be so true and correct has not had, and would not reasonably be likely to have, a Material Adverse Effect (disregarding for purposes of this clause (2) any qualification in the text of the relevant representation or warranty as to materiality or Material Adverse Effect). (c) Purchaser shall have received at the Closing a certificate dated the Closing Date and validly executed on behalf of Seller by an appropriate officer of Seller certifying that the conditions specified in Section 10.3(a) and Section 10.3(b), to the extent applicable to Seller, ) have been satisfied.