Common use of Conditions to Obligation of Seller Clause in Contracts

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is also subject to the satisfaction of the following conditions, any one or more of which may be waived by Seller: (a) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing, (b) the representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to materiality or Material Adverse Effect qualifications, shall be true and correct 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 specified date, which shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Buyer MAE, (c) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; and (d) Seller shall have completed the Restructuring.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement Closing is also subject to the satisfaction (or waiver, to the extent waiver of such condition is permitted by law, by Seller) of the following further conditions, any one or more of which may be waived by Seller: (ai) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing, Closing Date, (bii) the representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to materiality or Material Adverse Effect qualifications, Agreement shall be true and correct at on and as of the Closing Date as if made at on and as of the Closing Date such date (other than such representations those made on and warranties that by their terms address matters only as of another a specified date, which shall be true and correct only on and as of such specified date), except where the failure of without giving effect to any materiality, material adverse effect or similar qualifiers contained in such representations and warranties warranties, except for such failures to be so true and correct as has not and would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect on the ability of Buyer MAE, to consummate the transactions contemplated by this Agreement, and (ciii) Seller shall have received a certificate signed by an authorized officer of Buyer to the foregoing effect; and (d) Seller shall have completed the Restructuring.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the transactions contemplated by this Agreement is also shall be further subject to the satisfaction at or prior to the Closing of the following conditions, any one or more all of which may be waived waived, in whole or in part, by Seller: (a) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing, (b) the The representations and warranties of Buyer Purchaser contained in Article IV of this Agreement, without giving effect Agreement that are qualified by reference to materiality or Material Adverse Effect qualifications, shall be true and correct in all respects, and the representations and warranties of Purchaser contained in Article IV of this Agreement that are not so qualified shall be true and correct in all material respects, at and as of the Closing Date as if made at and as of such time (except to the Closing Date (other than such representations and warranties that by their terms address matters only extent expressly made as of another specified an earlier date, in which shall be true and correct only case as of such earlier date), except where the failure of such representations ; (b) Purchaser shall have performed or complied with all agreements and warranties covenants required to be so true and correct would not reasonably be expected to, individually performed or in the aggregate, have a Buyer MAE, (c) Seller shall have received a certificate signed complied with by an officer of Buyer Purchaser under this Agreement at or prior to the foregoing effect; and (d) Seller shall have completed the Restructuring.Closing;

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement Closing is also subject to the satisfaction or waiver of each of the following conditions, any one or more of which may be waived by Seller: (a) Buyer shall not have materially breached the covenants of Buyer to be performed prior to the Closing (or any such non-performance shall have been cured); (i) the Fundamental Representations made by Buyer shall be true and correct in all material respects as of the Closing Date as though made on and as of such date, except with respect to those Fundamental Representations made by Buyer that by their terms address matters as of an earlier date, which shall be so true and correct only as of such earlier date, and (ii) all of its material obligations hereunder required to be performed by it at or prior to the Closing, (b) the other representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to materiality or Material Adverse Effect qualifications, Agreement shall be true and correct at and as of the Closing Date as if though made at on and as of the Closing Date (other than such date, except with respect to those representations and warranties that by their terms address matters only as of another specified an earlier date, which representations and warranties shall be so true and correct only as of such earlier date), except where except, in the failure case of such representations and warranties to be so true and correct this clause (ii) for any inaccuracy or omission that would not reasonably be expected tonot, individually or in the aggregate, have a Buyer MAE,prevent, impair or delay Buyer’s ability to perform or comply with its obligations under this Agreement or consummate the transactions contemplated hereby; and (c) Seller shall have received a certificate signed by an executive officer of Buyer to the effect of the foregoing effect; and clauses (da) Seller shall have completed the Restructuringand (b).

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement Closing is also subject to the satisfaction (or, to the extent permitted by law, waiver by Seller) of the following further conditions, any one or more of which may be waived by Seller: (a) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing,Closing Date; (b) the representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect Agreement (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect qualifications, material adverse effect) shall be true and correct at and as of the Closing Date Date, as if made at and as of the Closing Date such date (other than except for any such representations and warranties that by their terms address matters only as of another specified which relate to an earlier date, which shall be true and correct only as of such earlier date), except where the failure of with only such representations and warranties to be so true and correct exceptions as would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect on the ability of Buyer MAE,to consummate the transactions contemplated by the Transaction Documents; and (c) Seller shall have received a certificate signed by an appropriate officer of Buyer Buyer, dated as of the Closing Date, to the foregoing effect; and (deffect that the conditions set forth in Sections 10.03(a) Seller shall through 10.03(b) have completed the Restructuringbeen satisfied.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is also subject to the satisfaction of the following conditions, any one or more of which may be waived by Seller: (a) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing,; (b) the representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to materiality or Material Adverse Effect similar qualifications, shall be true and correct 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 specified date, which shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a adversely affect Seller in any material respect or otherwise interfere with, prevent or delay the ability of Buyer MAE,to enter into and perform its obligations under this Agreement or consummate the transactions contemplated hereby; and (c) Seller Buyer shall have received delivered to Seller a certificate signed by an officer of Buyer to Buyer, dated the foregoing effect; and (dClosing Date, certifying that the conditions specified in Section 8.03(a) Seller shall and Section 8.03(b) have completed the Restructuringbeen fulfilled.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is also subject to the satisfaction of the following conditions, any one or more of which may be waived by Seller: (a) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing,; (b) the representations and warranties of Buyer contained in Article ARTICLE IV of this Agreement, without giving effect to materiality or Material Adverse Effect similar qualifications, shall be true and correct 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 specified date, which shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected toexpected, individually or in the aggregate, have a to adversely affect Seller in any material respect or otherwise interfere with, prevent or delay the ability of Buyer MAE,to enter into and perform its obligations under this Agreement or consummate the transactions contemplated hereby; and (c) Seller Buyer shall have received delivered to Seller a certificate signed by an officer of Buyer to Buyer, dated the foregoing effect; and (dClosing Date, certifying that the conditions specified in Section 8.03(a) Seller shall and Section 8.03(b) have completed the Restructuringbeen fulfilled.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement Closing is also subject to the satisfaction (or waiver by Seller) on or prior to the Closing Date of each of the following additional conditions, any one or more of which may be waived by Seller: (a) Buyer shall have performed and satisfied in all material respects all each of its material agreements and obligations hereunder set forth in this Agreement required to be performed and satisfied by it at or prior to the Closing,, including the receipt by Seller of all amounts required to be paid by Buyer at the Closing under ‎Section 2.02. (b) the The representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to materiality or Material Adverse Effect qualifications, Agreement shall be true and correct at and in all respects as of the Closing Date as if made at and as of though made on the Closing Date (other than without regard to any express qualifier therein as to materiality), except to the extent such representations and warranties that by their terms address matters only as of another specified date, expressly relate to an earlier date (in which shall be true and correct only case as of such earlier date)) and except for such breaches that, except where in the failure of such representations and warranties to be so true and correct aggregate, would not reasonably be expected to, individually or to result in a material adverse effect on Buyer’s ability to consummate the aggregate, have a Buyer MAE,transactions contemplated hereby. (c) Seller Buyer shall have received delivered to Seller a certificate signed certificate, dated as of the Closing Date, executed on behalf of Buyer by an officer of Buyer to authorized individual thereof, certifying that the foregoing effect; and (dconditions specified in Sections ‎6.03(a) Seller shall and ‎6.03(b) hereto have completed the Restructuringbeen fulfilled.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement Closing is also subject to the satisfaction (or waiver by Seller) of the following further conditions, any one or more of which may be waived by Seller: (ai) Buyer shall have performed in all material respects all of its material obligations hereunder under the Transaction Documents required to be performed by it Buyer at or prior to the Closing, Closing Date, (bii) the representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to materiality or Material Adverse Effect qualifications, the Transaction Documents shall be true and correct at and as of the date of this Agreement and as of the Closing Date Date, as if made at and as of the Closing Date (other than each such date, except that those representations and warranties that which are by their express terms address matters only made as of another specified date, which a specific date shall be true and correct only as of such date), in each case except where the failure of such representations and warranties to be so true and correct would for inaccuracies that could not reasonably be expected to, individually or in the aggregate, to have a Buyer MAE, Material Adverse Effect on the HPG Business (cexcept with respect to the representations and warranties contained in Sections C.01 and C.02, which shall be true and correct subject only to the exceptions set forth therein), and (iii) Seller shall have received a certificate signed by an executive officer of Buyer to the foregoing effect; and (db) Seller Buyer or the applicable Buyer Company shall have completed executed and delivered, on or before the RestructuringClosing Date, the Transaction Documents that are required to be signed by a Buyer Company.