Common use of Conditions to Obligation of the Seller Parties Clause in Contracts

Conditions to Obligation of the Seller Parties. The obligation of the Seller Parties to consummate the Closing is subject to the satisfaction or waiver (where permissible under applicable Law) of the following additional conditions: (i) Each of the Fundamental Warranties of Buyer shall be true and correct in all respects (without giving effect to any “materiality” or similar qualifiers contained in any such representations and warranties), (ii) each of the other representations and warranties of Buyer contained in this Agreement (A) that are qualified by “materiality” or similar qualifiers shall be true and correct in all respects, and (B) that are not qualified by “materiality” or similar qualifiers shall be true and correct in all material respects, in each case of the foregoing clauses (i) and (ii), as of the date hereof and as of the Closing Date as though made on and as of such date (except for any such representations and warranties that are made only as of a specific date, which shall be true and correct only as of such date). (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) All conditions in Section 7.01 and Section 7.03 of the Merger Agreement (other than the consummation of the Transactions under this Agreement and those conditions that by their terms are to be satisfied upon the effectiveness of the Merger) shall have been satisfied or waived.

Conditions to Obligation of the Seller Parties. The obligation of the Seller Parties to consummate effect the Closing is sale of the Acquired Assets contemplated by this Agreement shall be subject to the satisfaction fulfillment at or waiver (where permissible under applicable Law) prior to the Closing Date of the following additional conditions, except as may be waived by the Seller Parties in writing pursuant to Section 11.2: (ia) The Buyers shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Buyers on or prior to the Closing Date; (b) Each of the Fundamental Warranties of Buyer shall be true and correct in all respects (without giving effect to any “materiality” or similar qualifiers contained in any such representations and warranties), (ii) each of the other representations and warranties of Buyer contained the Buyers set forth in this Agreement (A) that are qualified by “materiality” or similar qualifiers shall be true and correct in all respects, and (B) that are not qualified by “materiality” or similar qualifiers materiality shall be true and correct in all material respects, in each case of the foregoing clauses (i) and (ii), respects as of the date hereof of this Agreement and as of the Closing Date Date, with the same effect as though such representations and warranties had been made on and as of such date (the Closing Date, except for any that such representations and warranties that are made only as of a specific date need only be true and correct as of such date, which ; (c) Each of the representations and warranties of the Buyers that are qualified by materiality shall be true and correct as of the date of this Agreement and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that such representations and warranties that are made as of a specific date need only be true and correct as of such date).; (bd) Buyer The Seller Parties shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to received a certificate from an authorized officer of each of the Buyers, dated the Closing Date. (c, to the effect that the conditions set forth in Sections 8.3(a), 8.3(b) All conditions in Section 7.01 and Section 7.03 of the Merger Agreement (other than the consummation of the Transactions under this Agreement and those conditions that by their terms are to be satisfied upon the effectiveness of the Merger8.3(c) shall have been satisfied or waived.satisfied;