CONDITIONS TO OBLIGATIONS OF PURCHASER AT THE CLOSING Clause Samples

CONDITIONS TO OBLIGATIONS OF PURCHASER AT THE CLOSING. The obligations of Purchaser to consummate the Closing and to take the other actions required to be taken by Purchaser at the Closing are subject to the satisfaction or waiver, on or before the Closing Date, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):

CONDITIONS TO OBLIGATIONS OF PURCHASER AT THE CLOSING. The obligations of Purchaser hereunder to purchase the Acquired Interests and to consummate the Closing are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion): (a) Bring-Down of Seller’s Representations and Warranties. The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date (except for any of such representations and warranties that are qualified by materiality, including by reference to Material Adverse Effect, which shall be true and correct in all respects) as though such representations and warranties were made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date (provided that the references to the Original PSA Date (except with respect to Section 3.04) or the Effective Date, in Sections 3.01, 3.02, 3.06, 3.08 and 3.09(a) shall not be considered for purposes of this exception). (b) Performance Prior to and at Closing. Seller shall have performed its obligations and covenants under this Agreement to be so performed by Seller at or prior to Closing.