Common use of Conditions to Obligation of Seller to Close Clause in Contracts

Conditions to Obligation of Seller to Close. The obligation of Seller to sell the Acquired Assets at Closing is further subject to the fulfillment (or waiver in a writing signed by Seller, to the extent permissible under applicable Law) at or prior to the Closing of the following conditions: (i) the representations and warranties of Buyer contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case as of the Execution Date and as of the Closing as though made at and as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Buyer shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by Buyer prior to Closing; (iii) Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by a duly authorized executive officer (in such officer’s capacity as such and not individually) of Buyer, certifying to the effect that the conditions set forth in Section 9(c)(i) and Section 9(c)(ii) have been satisfied; (iv) the Sale Order shall have been entered; and (v) Buyer shall be prepared to deliver, or cause to be delivered, the items set forth in Section 4(c).

Conditions to Obligation of Seller to Close. The obligation of Seller to sell effect the Acquired Assets at Closing transactions contemplated by this Agreement is further subject to the fulfillment (satisfaction or waiver (in a writing signed by the sole discretion of Seller), to the extent permissible under applicable Law) at or prior to or at the Closing Closing, of each of the following conditions: (ia) All of the covenants and other agreements required by this Agreement to be complied with and performed by Purchaser on or before the Closing Date shall have been duly complied with and performed in all material respects. (b) The representations and warranties of Buyer contained herein that are qualified as to materiality shall be true Purchaser set forth in Section 6.1 and correct, and those not so qualified Section 6.2 shall be true and correct in all material respects, as written (in each case after giving effect to the lead in to Article VI) as of the Execution Date date of this Agreement and as of the Closing Date as though made at on and as of the Closing (Date, except to the extent such representations and warranties expressly relate to speak of an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects as of such earlier date, (other than such failures to be true and correct as are de minimis); . All other representations and warranties of Purchaser contained in Article VI shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except (ii1) Buyer that those representations and warranties which address matters only as of a particular date shall have performed be true and complied correct as of such particular date; and (2) where the failure of such representations and warranties in all the aggregate to be so true and correct has not had, and would not reasonably be likely to have, a material respects with all covenants required adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement (disregarding for purposes of this clause (2) any qualification in the text of the relevant representation or warranty as to be performed materiality or complied with by Buyer prior to Closing;material adverse effect). (iiic) Buyer Seller shall have delivered to Seller received at the Closing a certificate, certificate dated the Closing Date and signed validly executed on behalf of Purchaser by a duly authorized executive an appropriate officer (in such officer’s capacity as such and not individually) of Buyer, certifying to the effect that the conditions set forth specified in Section 9(c)(i10.2(a) and Section 9(c)(ii10.2(b) have been satisfied; (iv) the Sale Order shall have been entered; and (v) Buyer shall be prepared to deliver, or cause to be delivered, the items set forth in Section 4(c).

Conditions to Obligation of Seller to Close. The obligation of Seller to sell the Acquired Assets to Buyer and otherwise to consummate the transactions that are to be consummated at the Closing is further subject to the fulfillment (satisfaction, on or waiver in a writing signed by Seller, to the extent permissible under applicable Law) at or prior to before the Closing Date, of the following conditions:conditions (any of which may be waived by Seller in whole or in part): (a) All required consents shall have been duly obtained or obviated, except where (i) the failure to obtain any such required consents would not reasonably be expected to subject Seller to a material penalty or loss or (ii) such required consent relates to an assigned contract or a related assumed liability, as to which the party will proceed pursuant to Article 8. (b) The representations and warranties of Buyer set forth in Article 4 and the representations and warranties of Buyer contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct set forth in all material respects, in each case as of the Execution Date and as of the Closing as though made at and as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties other instruments shall be true and correct in all material respects as of such earlier date);on the Closing Date. (iic) Buyer shall have performed complied with and complied performed, in all material respects with respects, all covenants obligations required by this Agreement to be performed or complied with or performed by Buyer prior to Closing;on or before the Closing Date. (iiid) Buyer shall have delivered to Seller Selle a certificate, certificate dated as of the Closing Date and signed by a duly authorized executive officer (in such officer’s capacity as such and not individually) of BuyerDate, certifying to the effect that the conditions set forth in Section 9(c)(iSections (b) and Section 9(c)(ii(c) of this Article 7 above have been satisfied;. (iv) the Sale Order shall have been entered; and (ve) Buyer shall be prepared to deliverhave entered into an Employment Agreement with Hans Xxxxxxx Xxxx, or cause to be delivered, in conformity with the items set forth in Section 4(c)form of agreement annexed hereto as Exhibit "M".

Conditions to Obligation of Seller to Close. The obligation obligations of Seller to sell effect the Acquired Assets at Closing is further of the Transaction, shall be subject to the fulfillment (or waiver in a writing signed by Sellerwaiver, to the extent permissible under applicable Lawif capable of waiver) at or prior to the Closing Date of the following conditions: (ia) the The representations and warranties of Buyer Purchaser contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be have been true and correct in all material respects, in each case as of the Execution Date when made and as of the Closing Date with the same effect as though made at and as of the Closing Date except (except to i) for changes specifically permitted by the extent such terms of this Agreement, (ii) that the accuracy of representations and warranties expressly relate to an earlier date, in which case, that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and not as of the Closing Date and (iii) where any failure of the representations and warranties shall in the aggregate to be true and correct would not reasonably be expected to have a Material Adverse Effect on Purchaser. (b) Purchaser shall have performed in all material respects as of such earlier date); (ii) Buyer shall have performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by Buyer it prior to Closing;or on the Closing Date. (iiic) Buyer Purchaser shall have delivered to Seller a certificatecertificate of director of Purchaser, dated the Closing Date and signed by a duly authorized executive officer (in such officer’s capacity as such and not individually) of BuyerDate, certifying as to the effect that satisfaction of the conditions set forth in Section 9(c)(i6.3(a) and Section 9(c)(ii) have been satisfied;6.3(b). (ivd) the Sale Order Purchaser shall have been entered; paid to Seller the Purchase Price and procured that the Company and the Company Subsidiaries shall have repaid the Intercompany Indebtedness and (v) Buyer shall be prepared to deliver, or cause to be deliveredif applicable, the items set forth Licence Intercompany Indebtedness (in Section 4(c)each case) in full and final settlement thereof by wire transfer of immediately available funds pursuant to Seller’s instructions.

Conditions to Obligation of Seller to Close. The obligation of Seller to sell effect the Acquired Assets at Closing transactions contemplated by this Agreement is further subject to the fulfillment (satisfaction or waiver (in a writing signed by the sole discretion of Seller), to the extent permissible under applicable Law) at or prior to or at the Closing Closing, of each of the following conditions: (ia) All of the covenants and other agreements required by this Agreement to be complied with and performed by Purchaser on or before the Closing Date shall have been duly complied with and performed in all material respects. (b) The representations and warranties of Buyer contained herein that are qualified as to materiality shall be true Purchaser set forth in Section 6.1 and correct, and those not so qualified Section 6.2 shall be true and correct in all material respects, as written (in each case after giving effect to the lead in to Article VI) as of the Execution Date date of this Agreement and as of the Closing Date as though made at on and as of the Closing (Date, except to the extent such representations and warranties expressly relate to speak of an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects as of such earlier date (other than such failures to be true and correct as are de minimis). All other representations and warranties of Purchaser contained in Article VI 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 (ii2) Buyer shall have performed where the failure of such representations and complied warranties in all the aggregate to be so true and correct has not had, and would not reasonably be likely to have, a material respects with all covenants required adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement (disregarding for purposes of this clause (2) any qualification in the text of the relevant representation or warranty as to be performed materiality or complied with by Buyer prior to Closing;material adverse effect). (iiic) Buyer Seller shall have delivered to Seller received at the Closing a certificate, certificate dated the Closing Date and signed validly executed on behalf of Purchaser by a duly authorized executive an appropriate officer (in such officer’s capacity as such and not individually) of Buyer, certifying to the effect that the conditions set forth specified in Section 9(c)(i10.2(a), Section 10.2(b) and Section 9(c)(ii10.1(c) have been satisfied; (iv) the Sale Order shall have been entered; and (v) Buyer shall be prepared to deliver, or cause to be delivered, the items set forth in Section 4(c).

Conditions to Obligation of Seller to Close. The obligation of Seller to sell effect the Acquired Assets at Closing closing of the Transactions is further subject to the fulfillment (or waiver in a writing signed by Seller, to the extent permissible under applicable Law) satisfaction at or prior to the before Closing of all of the following conditions, any one or more of which may be waived by Seller, in Seller’s sole discretion: (a) (i) the representations Each representation and warranties warranty of Buyer contained herein that are qualified as to materiality shall be true in Section 4.1, Section 4.2(a) and correct, Section 4.4 will have been and those not so qualified shall will be true and correct in all material respects, and (ii) each representation and warranty of Buyer in each case as of the Execution Date Article 4 (other than Section 4.1, Section 4.2(a) and as of the Closing as though made at Section 4.4), disregarding all Materiality Qualifiers, will have been and as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall will be true and correct in all respects, except for any failure of any such representation and warranty to be true and correct that has not had a material respects adverse effect on Buyer’s ability to consummate the Transactions, in each case both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such earlier specific date);. (iib) Buyer shall will have performed and complied with, in all material respects with respects, all covenants and agreements required by this Agreement to be performed or and complied with by Buyer prior to Closing;on or before the Closing Date. (iiic) Buyer shall will have delivered to Seller a certificatecertificate of a duly authorized officer of Buyer, dated the Closing Date and signed executed by a duly authorized executive such officer (certifying the items in such officer’s capacity as such and not individually) of Buyer, certifying to the effect that the conditions set forth in Section 9(c)(iSections 6.2(a) and Section 9(c)(ii) have been satisfied;6.2(b). (iv) the Sale Order shall have been entered; and (vd) Buyer shall be prepared to deliver, will have delivered (or cause caused to be delivered) to Seller each of the other items contemplated to be so delivered by this Agreement, the items set forth including each item listed in Section 4(c)2.3.

Conditions to Obligation of Seller to Close. The obligation of Seller to sell effect the Acquired Assets at Closing transactions contemplated by this Agreement is further subject to the fulfillment (satisfaction or waiver (in a writing signed by sole discretion of Seller), to the extent permissible under applicable Law) at or prior to or at the Closing Closing, of each of the following conditions: (ia) the representations and warranties of Buyer contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case as All of the Execution Date covenants and as of the Closing as though made at and as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Buyer shall have performed and complied in all material respects with all covenants other agreements required by this Agreement to be performed or complied with and performed by Buyer prior to Closing;Purchaser on or before the Closing Date shall have been duly complied with and performed in all material respects. (iiib) Buyer Each of the representations and warranties of Purchaser contained in Article VI 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 (i) that those representations and warranties that address matters only as of a particular date shall be true and correct as of such particular date; and (ii) where the failure of such representations and 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 by this Agreement (disregarding for purposes of this clause (ii) any qualification in the text of the relevant representation or warranty as to materiality or material adverse effect). (c) Seller shall have delivered to Seller received at the Closing a certificate, certificate dated as of the Closing Date and signed validly executed on behalf of Purchaser by a duly authorized executive officer (in such officerPurchaser’s capacity as such and not individually) of Buyer, Chief Executive Officer or Chief Financial Officer certifying to the effect that the conditions set forth specified in Section 9(c)(i10.2(a) and Section 9(c)(ii10.2(b) have been satisfied;. (ivd) the Sale Order Purchaser shall have been entered; and (v) Buyer shall be prepared to deliver, or cause to be delivered, delivered the items set forth in Section 4(c4.2(b).

Conditions to Obligation of Seller to Close. The obligation of Seller to sell the Acquired Assets to Buyer and otherwise to consummate the transactions that are to be consummated at the Closing is further subject to the fulfillment (satisfaction, on or waiver in a writing signed by Seller, to the extent permissible under applicable Law) at or prior to before the Closing Date, of the following conditions:conditions (any of which may be waived by Seller in whole or in part): (a) All required consents shall have been duly obtained or obviated, except where (i) the failure to obtain any such required consents would not reasonably be expected to subject Seller to a material penalty or loss or (ii) such required consent relates to an assigned contract or a related assumed liability, as to which the party will proceed pursuant to Article 8. (b) The representations and warranties of Buyer set forth in Article 4 and the representations and warranties of Buyer contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct set forth in all material respects, in each case as of the Execution Date and as of the Closing as though made at and as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties other instruments shall be true and correct in all material respects as of such earlier date);on the Closing Date. (iic) Buyer shall have performed complied with and complied performed, in all material respects with respects, all covenants obligations required by this Agreement to be performed or complied with or performed by Buyer prior to Closing;on or before the Closing Date. (iiid) Buyer shall have delivered to Seller a certificate, certificate dated as of the Closing Date and signed by a duly authorized executive officer (in such officer’s capacity as such and not individually) of BuyerDate, certifying to the effect that the conditions set forth in Section 9(c)(iSections (b) and Section 9(c)(ii(c) of this Article 7 above have been satisfied;. (iv) the Sale Order shall have been entered; and (ve) Buyer shall be prepared to deliverhave entered into an Employment Agreement with Hans Gregory Wood, or cause to be delivered, in conformity with the items set forth in Section 4(c)form of agreement annexed hexxxx xx Exhibit "M".