Common use of Conditions to Obligation of Sellers Clause in Contracts

Conditions to Obligation of Sellers. In addition to the conditions set forth in Section 6.01 above, the obligation of Sellers to consummate the Closing shall be subject to the satisfaction, or (to the extent permitted by applicable Law) waiver by Sellers, on or prior to the Closing Date, of each of the following further conditions: (a) the representations and warranties of Buyer set forth in Article IV, taken together, excluding for purposes of this Section 6.03(a) any reference to any materiality, “Buyer Material Adverse Effect” or similar standards or qualifiers contained therein, shall be true and correct as of the Closing Date as if made on such date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except for any breaches of such representations and warranties that would not, individually or in the aggregate, have a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied in all material respects with all of its other covenants and obligations under this Agreement required to be performed and complied with by it as of the Closing Date; provided that Buyer shall be required to have performed and complied with its covenants set forth in Section 5.13(c) in all respects; and (c) the Common Stock shall be listed for trading on NASDAQ.

Conditions to Obligation of Sellers. In addition to the conditions set forth in Section 6.01 above, the The obligation of Sellers to consummate the Closing shall be is subject to the satisfaction, satisfaction (or (to the extent permitted by applicable Law) waiver by Sellers, on or prior to the Closing Date, of each ) of the following further conditions: (ai) 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, taken together, excluding for purposes IV of this Section 6.03(a) any reference Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to any materiality, “material,” “in all material respects” or Buyer Material Adverse Effect” Effect or similar standards or qualifiers contained thereinmateriality qualifiers, shall be true and correct at and as of the Closing Date Date, as if made on such date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on at and as of such earlier date)date with only such exceptions as do not, except for any breaches of such representations and warranties that or would notnot reasonably be expected to have, individually or in the aggregate, have 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) Buyer the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have performed been entered by the Bankruptcy Court and complied in all material respects with all of its other covenants and obligations under this Agreement required to be performed and complied with by it as of the Closing Date; provided that Buyer each such order shall be required to have performed a Final Order and complied with its covenants set forth in Section 5.13(c) in all respectsfull force and effect; and (c) (i) Buyer shall have delivered each of the Common Stock items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall be listed for trading on NASDAQhave made the payment of the Closing Cash Payment Amount as required by Section 2.05(e).

Conditions to Obligation of Sellers. In addition to the conditions set forth in Section 6.01 above9.01, the obligation of Sellers to consummate the Closing shall be subject to the satisfaction, or (to the extent permitted by applicable Law) waiver by SellersSeller, on or prior to the Closing Date, of each of the following further conditions: (a) the representations and warranties of Buyer set forth in Article ARTICLE IV, taken together, excluding for purposes of this Section 6.03(a9.03(a) any reference to any materiality, “Buyer Material Adverse Effect” , or similar standards or qualifiers contained thereinqualifiers, shall be true and correct as of the Closing Date as if made on such date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except for any breaches or inaccuracies of such representations and warranties that would not, individually or in the aggregate, have a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied in all respects with all covenants and obligations under Section 2.11 of this Agreement required to be performed and complied with by it as of the Closing Date, including the satisfaction of the payment and delivery requirements set forth in Section 2.11, and Buyer shall have performed and complied in all material respects with all of its other covenants and obligations under this Agreement required to be performed and complied with by it as of the Closing Date; provided that Buyer shall be required to have performed and complied with its covenants set forth in Section 5.13(c) in all respects; and (c) Sellers shall have received a Certification by an authorized signatory of Buyer that certifies as to the Common Stock shall be listed for trading on NASDAQsatisfaction of the conditions set forth in subsections (a) and (b) of this Section 9.03.