CONDITIONS TO OBLIGATION OF SELLERS TO EFFECT THE AGREEMENT. The obligation of Sellers to effect the Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following additional conditions: Buyer shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date; the representations and warranties of Buyer contained in this Agreement that are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and on the Closing Date as if made at and as of such time except as contemplated by this Agreement; and Sellers shall have received a certificate of the chairman of the board, the president, an executive vice president, a senior vice president, or the chief financial officer of Buyer as to the satisfaction of this condition.
