Common use of Conditions to Obligation of Sellers Clause in Contracts

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e).

Conditions to Obligation of Sellers. The obligation of Sellers each Seller to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (ia) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on at or prior to the Closing Date and (ii) (A) Date, the representations and warranties of Buyer set forth contained in Article IV of this Agreement (and in any certificate or other than the writing delivered by Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “pursuant hereto shall be true in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct respects at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, Date as if made at and as of such date;. (b) Buyer shall have received all consents, authorizations or approvals from the Bid Procedures Order Governmental Authorities referred to in Section 4.03, in each case in form and the Sale Ordersubstance reasonably satisfactory to Sellers’ Representative, together with any other order of the Bankruptcy Court required to consummate the Transactionsand no such consent, authorization or approval shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; andrevoked. (c) Sellers’ Representative shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer to enter into this Agreement, all in form and substance reasonably satisfactory to Sellers’ Representative. (id) There shall not be threatened, instituted or pending any action or proceeding by any Person before any Governmental Authority seeking to prevent, enjoin, materially alter or materially delay the transactions contemplated by this Agreement. (e) Buyer shall have delivered each received all of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and PRC Regulatory Approvals. (iif) Buyer shall have made received the payment of the Closing Cash Payment Amount as required by Section 2.05(e)Board and Stockholder Approvals.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or or, to the extent permitted by Applicable Law, waiver by SellersSeller Parent) of the following further conditions: (i) Each Buyer Party shall have performed in all material respects all of its covenants covenants, agreements and other obligations hereunder required to be performed by it on at or prior to the Closing Date and Date, (ii) (A) the representations and warranties of Fundamental Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Representations shall be true and correct in all material respects at and as of the Closing Date, Date as if made at and as of such date with only such exceptions as do notdate, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (Biii) the other representations and warranties of the Buyer Fundamental Representations Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date;, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect. (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer Domestic shall have delivered each of (or caused to be delivered) to Seller Parent the items closing deliverables set forth in Section 3.02 required by Section 2.05(d) to be delivered by a Buyer at the Closing Party, in each case in form and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)substance reasonably acceptable to Seller Parent.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (fulfillment on or waiver by Sellers) prior to each Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by Sellers: (ia) The representations and warranties of Buyer contained in this Agreement shall be true, correct and complete in all respects (disregarding all materiality and similar qualifications), both as of the date of this Agreement and as of such Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. 10 Note to Draft: Buyer will require a Settlement Agreement with respect to the Spirit properties to break out leases. (b) Buyer shall have performed or complied in all material respects all of with its obligations and covenants and other obligations hereunder required by this Agreement to be performed or complied with by it on Buyer at or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; andClosing. (c) (i) Buyer shall have delivered each to Sellers a certificate, dated as of the items required by Section 2.05(d) to be delivered such Closing Date, executed by Buyer at to the effect that the conditions set forth in Section 5.2(d), Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing and Certificate”). (iid) Buyer shall have made the payment of the Closing Cash Payment Amount as deliveries to Sellers required by Section 2.05(e).under Section

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (Aa) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Section 4.2 shall be true and correct in all material respects at and as of the Closing DateDate (other than representations and warranties that refer to a specified date, as if made at which need only be true and correct on and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such specified date); (b) Buyer shall have performed and complied with in all material respects all of its obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Bid Procedures Order Closing; (c) Buyer and the Sale Order, together Sellers shall each be in compliance with any other order all material regulatory requirements of the Bankruptcy Court required all applicable Governmental Authorities necessary to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order transactions contemplated herein (all of which shall be a Final Order and in full force and effecteffect as of the Closing); (d) no Order or Proceeding shall be outstanding or pending that restrains, enjoins or otherwise prohibits, or could reasonably be expected to restrain, enjoin or otherwise prohibit, the consummation of the transactions contemplated by this Agreement; (e) Sellers shall have received all of the deliveries required by Section 7.5; and (cf) (i) there shall be no bankruptcy, reorganization, receivership or arrangement proceedings pending against Buyer shall have delivered each or any Affiliate of Buyer. Sellers may waive any condition specified in this Section 7.3 if it executes a writing so stating at or prior to the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is also subject to the satisfaction (or waiver by Sellers) of the following further conditions:conditions (any or all of which may be waived by any Seller in whole or in part to the extent permitted by Applicable Law): (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (iia) (Ai) the representations and warranties of Buyer set forth contained in Article IV of this Agreement Sections ‎‎4.01, ‎‎4.02, ‎‎4.07 and Section 4.08 (other than the “Buyer Fundamental Representations”), disregarding all qualifications and exceptions contained therein as relating to “material,” “in all materiality or material respects” or Buyer Material Adverse Effect or similar materiality qualifiersadverse effect, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and all material respects as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, and (ii) the representations and warranties of Buyer, other than Buyer Fundamental Representations, contained in Article 4 of this Agreement shall, disregarding all qualifications contained therein relating to materiality or material adverse effect, be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except any inaccuracy or omission that would not reasonably be expected, individually or in the aggregate, to materially impair Buyer’s ability to perform or comply with its obligations under this Agreement or consummate the transactions contemplated hereby; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, Buyer shall have been entered by performed in all material respects its covenants to be performed prior to the Bankruptcy Court and each such order shall be a Final Order and in full force and effectClosing; and (c) (i) Buyer Seller Parent shall have delivered each received a certificate signed by an executive officer of Buyer to the items required by Section 2.05(deffect set forth in ‎‎Section 10.03(a) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e‎‎Section 10.03(b).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing Acquisition and the Liabilities Assumption is further subject to the satisfaction (or waiver by Sellersthe Buyer Entities) prior to the Closing of the following further conditions: (ia) Buyer shall have performed in all material respects all of its covenants Each representation and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth warranty in Article IV shall be accurate (read, for purposes of this Agreement (other than the Buyer Fundamental Representations)Section 6.3(a) only, disregarding all qualifications and exceptions contained therein without giving effect to any qualifier as to “material,” materiality, “in all material respects,” “material” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and Effect) as of the Closing Date, Date as if made at and as of the Closing Date (except to the extent any such representation or warranty expressly speaks as of a specific date, in which case such representation or warranty shall have been accurate as of such date with only date), other than any failure of any such exceptions representation or warranty to be accurate as do not, of the Closing Date as if made on the Closing Date (or express earlier date) that would not reasonably result in a Buyer Material Adverse Effect. (b) The Buyer Entities shall not have materially breached any covenant or agreement hereunder that is required to be expected performed or complied with prior to havethe Closing. (c) Sellers shall have received a certificate, individually or dated as of the Closing Date and duly executed on behalf of the Buyer Entities, confirming the satisfaction of the conditions in Section 6.3(a) and Section 6.3(b). (d) (i) Since the aggregatedate of this Agreement, a there shall not have occurred any Buyer Material Adverse Effect, and (Bii) the if Buyer Fundamental Representations shall Parent Shares are to be true and correct at and as of the Closing Dateissued hereunder, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, Buyer Parent Shares shall have been entered by approved for listing on the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each NYSE, subject to official notice of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)issuance.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each of the items required by Section 2.05(d) and 2.05(f) to be delivered by Buyer (as applicable) at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e).

Conditions to Obligation of Sellers. The Sellers' obligation of Sellers to consummate the transactions contemplated by this Agreement and to take the other actions required to be taken by Sellers at Closing is subject to the satisfaction (satisfaction, at or waiver by Sellers) before Closing, of each of the following further conditions:conditions (any of which may be waived by Sellers' Representative, in whole or in part): (ia) Buyer shall The representations and warranties set forth in Article 3 of this Agreement, individually and collectively, must have performed been accurate in all material respects all as of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV date of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “must be accurate in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and respects as of the Closing Date, Date as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of again on the Closing Date, except for any representation or warranty made as if made at and of a specific date or for a particular period, which must be accurate in all material respects as of such datespecific date or for such particular period; (b) Parent and Buyer must have performed and complied in all material respects with the Bid Procedures Order covenants and the Sale Orderobligations under this Agreement required to be performed or complied with by it prior to Closing; (c) Parent and Buyer must have delivered to Sellers, together with any other order in form reasonably acceptable to Sellers, a certificate dated as of the Bankruptcy Court required to consummate Closing Date certifying that the Transactions, shall conditions set forth in Sections 5.2(a) and (b) have been entered satisfied; (d) There must not be any non-appealable Order pending or any Legal Requirement enacted since the date of this Agreement prohibiting the consummation of the transactions contemplated by the Bankruptcy Court and each such order shall be a Final Order and in full force and effectthis Agreement; and (ce) (i) Buyer shall The waiting period under the HSR Act must have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)expired or been terminated.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on at or prior to the Closing Date and Date, (ii) (A) the representations and warranties of Buyer set forth contained in Article IV of this Agreement (at the time of its execution and delivery and in any certificate or other than the writing delivered by Buyer Fundamental Representations)pursuant hereto, disregarding all qualifications and exceptions contained therein as relating to “material,” “in all material respects” materiality or Buyer Material Adverse Effect or similar materiality qualifiersEffect, shall be true and correct at and as of the Closing Date, Date as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (Biii) Sellers shall have received a certificate signed by the President of Buyer Fundamental Representations shall be true and correct at and as of to the Closing Date, as if made at and as of such date;foregoing effect. (b) Buyer shall have paid to each Seller the Bid Procedures Order and the Sale Order, together with any other order cash purchase price (less such Seller's portion of the Bankruptcy Court required Escrow Amount) for such Seller's Shares by wire transfer of immediately available funds to consummate the Transactions, shall have been entered account designated by the Bankruptcy Court and each such order shall be a Final Order and Seller in full force and effect; andaccordance with 2.02(a). (c) (i) Buyer shall have delivered paid to each of Additional Seller the items required by Section 2.05(dcash purchase price (less any applicable withholding) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)for such Additional Sellers' Shares.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (ia) Buyer shall have performed in all material respects all of its covenants and other obligations agreements hereunder required to be performed by it on or prior to the Closing Date Date. (b) The representations and warranties of Buyer contained in Section 5.01 (iiCorporate Existence and Power), Section 5.02 (Corporate Authorization) and Section 5.08 (Finders' Fees) (Acollectively, the "Buyer Fundamental Representations") shall be true at and as of the Closing Date as if made at and as of such date except for inaccuracies in the Buyer Fundamental Representations that have a de minimis effect. (c) The representations and warranties of Buyer set forth in Article IV of this Agreement (other than the 5 that are not Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Representations shall be true and correct at and as of the Closing Date, Date as if made at and as of such date (disregarding all materiality and Material Adverse Effect qualifications therein) (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date) with only such exceptions as do would not, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, transactions contemplated hereby. (d) Sellers' Representative shall have been entered received a certificate signed by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) an executive officer of Buyer shall have delivered each certifying as to Buyer's satisfaction of the items required by conditions set forth in Section 2.05(d11.03(a), Section 11.03(b) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e11.03(c).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (a) (i) each of Parent and Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Parent and Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects,” Parent Material Adverse Effect or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Parent and Buyer shall have delivered each of the items required by Section 2.05(d) to be delivered by Parent and Buyer (as applicable) at the Closing and Closing, (ii) Buyer shall have made the payment of the Closing Cash Payment Amount Consideration as required by Section 2.05(e) and (iii) Parent shall have provided evidence to Sellers of issuance instructions to the Transfer Agent of the Stock Consideration promptly after delivery thereof as required by Section 2.05(f).