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 of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of the Closing Date as if made at and as of such date and (iii) Sellers shall have received a certificate signed by the President of Buyer to the foregoing effect. (b) Buyer shall have paid to each Seller the cash purchase price (less such Seller's portion of the Escrow Amount) for such Seller's Shares by wire transfer of immediately available funds to the account designated by such Seller in accordance with 2.02(a). (c) Buyer shall have paid to each Additional Seller the cash purchase price (less any applicable withholding) for such Additional Sellers' Shares.

Conditions to Obligation of Sellers. The obligation of Sellers to ----------------------------------- consummate the Closing is subject to the satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, hereto 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 and (iii) Sellers shall have received a certificate signed by the President and Chief Financial Officer of Buyer to the foregoing effect. (b) Buyer Sellers shall have paid to each Seller the cash purchase price (less such Sellerreceived an opinion of Buyer's portion of the Escrow Amount) for such Seller's Shares by wire transfer of immediately available funds to the account designated by such Seller Counsel, in accordance with 2.02(a)form and substance as Sellers shall reasonably request. (c) Buyer shall have paid received all consents, authorizations or approvals from governmental agencies referred to in Section 5.03, in each Additional Seller the cash purchase price case in form and substance reasonably satisfactory to Seller, and no such consent, authorization or approval shall have been revoked. (less any applicable withholdingd) for such Additional Sellers' SharesSellers shall have received all items specified in Section 2.02 of this Agreement and all other closing documents that they may reasonably request, all in form and substance reasonably satisfactory to them.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, hereto 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, except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true as of such date and (iii) Sellers shall have received a certificate signed by the President an officer of Buyer to the foregoing effect. (b) Buyer Sellers shall have paid to each Seller received an opinion of Buyer's Counsel, dated the cash purchase price (less such Seller's portion of the Escrow Amount) for such Seller's Shares by wire transfer of immediately available funds to the account designated by such Seller in accordance with 2.02(a)Closing Date. (c) Buyer shall have paid executed and delivered the Escrow Agreement. (d) Buyer shall have granted the Buyer Options. (e) Sellers shall have received all items specified in Section 2.02 and all other closing documents that they may reasonably request, all in form and substance reasonably satisfactory to each Additional Seller the cash purchase price (less any applicable withholding) for such Additional Sellers' Sharesthem.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction of the following further conditions: (i) Each of Buyer and Merger Sub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of each of Buyer and Merger Sub contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer such party pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, hereto shall be true and correct in every material respect at and as of the Closing Date as if made at and as of such date and (iii) Sellers shall have received a certificate signed by the Vice President and Treasurer of Buyer to the foregoing effect. (b) Buyer Sellers shall have paid received an opinion of Buyer's Counsel, dated the Closing Date, satisfactory to each Seller the cash purchase price (less such Seller's portion of the Escrow Amount) for such Seller's Shares by wire transfer of immediately available funds to the account designated by such Seller in accordance with 2.02(a)Sellers and their counsel. (c) Buyer Sellers shall have paid received all items specified in Section 2.02 of this Agreement and all other closing documents that they may reasonably request, all in form and substance reasonably satisfactory to each Additional them. (d) Sellers shall have received an opinion of Luce, Xxrward, Hamixxxx & Xcripps, LLP to the effect, among other matters, that no gain or loss will be recognized for federal income tax purposes by a Seller as a result of the cash purchase price (less any applicable withholding) transfer of such Seller's shares in the Company in exchange for such Additional Sellers' Sharesshares of Buyer stock.

Conditions to Obligation of Sellers. The obligation of Cambrex and the Sellers to consummate the Closing is subject to the satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement at the time of its execution and delivery and in any the certificate or other writing delivered by Buyer pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, clause (iii) below shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date date, and (iii) Sellers Cambrex shall have received a certificate signed by the President an officer of Buyer to the foregoing effecteffects. (b) Buyer Cambrex shall have paid to each Seller received the cash purchase price (less such Seller's portion of the Escrow Amountconsideration set forth in Sections 2.07(i) for such Seller's Shares by wire transfer of immediately available funds and 2.07(ii) and all documents it may reasonably request relating to the account designated by such Seller existence of Buyer and the authority of Buyer for this Agreement, all in accordance with 2.02(a)form and substance reasonably satisfactory to Cambrex. (c) Buyer shall have paid provided to each Additional Seller Cambrex copies of resolutions of Buyer certified by the cash purchase price (less any applicable withholding) for such Additional Sellers' SharesSecretary or an Assistant Secretary of Buyer authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at on or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement at Agreement, the time of its execution Seller Notes, and delivery in the other Ancillary Agreements to which Buyer is or is to be party and in any certificate or other writing delivered by Buyer pursuant hereto, disregarding all qualifications and exceptions contained therein relating to hereto or thereto (A) that are qualified by materiality or Material Adverse Effect, Effect shall be true and correct at and as of the Closing Date as if made at and as of such date date, and (B) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing Date as if made at and as of such date, and (iii) Sellers shall have received a certificate signed by the President an executive officer of Buyer to the foregoing effect. (b) Buyer Sellers shall have paid to each Seller the cash purchase price (less such Seller's portion of the Escrow Amount) for such Seller's Shares by wire transfer of immediately available funds received all documents they may reasonably request relating to the account designated by such Seller existence of Buyer and the authority of Buyer for this Agreement, all in accordance with 2.02(a)form and substance reasonably satisfactory to Sellers. (c) Buyer shall have paid to each Additional Seller the cash purchase price (less any applicable withholding) for such Additional Sellers' Shares.