Common use of Conditions to Obligations of Seller and the Company Clause in Contracts

Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the Closing is subject to the satisfaction, or the waiver in Seller’s and the Company’s sole and absolute discretion, at or prior to the Closing of all of the following further conditions: (a) Purchaser shall have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Purchaser, at or prior to the Closing Date. (b) The representations and warranties of Purchaser contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Purchaser Fundamental Representations, shall be true and complete in all material respects as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and complete in all material respects at and as of such earlier date). (c) The Purchaser Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and complete in all respects at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and complete in all respects at and as of such specific date), other than de minimis inaccuracies. (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of Purchaser. (e) Seller and the Company shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of Purchaser certifying the accuracy of the provisions of the foregoing clauses (a), (b), (c) and (d) of this Section 7.3. (f) Seller and the Company shall have received a certificate, dated as of the Closing Date, signed by the Secretary of Purchaser attaching correct and complete copies of (i) the amended and restated certificate of incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) bylaws of Purchaser; (iii) copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and evidence of the approval of each of the Purchaser Proposals approved at the Purchaser Stockholder Meeting; and (iv) a certificate of good standing of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware. (g) Purchaser shall have executed and delivered to Seller and the Company a copy of each Additional Agreement to which Purchaser is a party.

Conditions to Obligations of Seller and the Company. The obligations of each of Seller and the Company to consummate the Share Purchase and take the other actions required to be taken by it at the Closing is are subject to the fulfillment or satisfaction, or as of the waiver in Seller’s and the Company’s sole and absolute discretionClosing, at or prior to the Closing of all each of the following further conditions:conditions (it being understood that any one or more of the following conditions may be waived by Seller or the Company, as applicable, in a writing signed by Seller or the Company, as applicable): (a) Purchaser shall have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Purchaser, at or prior to the Closing Date. (b) The representations and warranties of Purchaser contained set forth in this Agreement shall be true and correct (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Purchaser Fundamental Representations, shall be true and complete in all material respects as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and complete in all material respects at and as of such earlier date). (c) The Purchaser Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to regarding materiality or Material Adverse Effect) shall be true and complete in all respects at each case on and as of the date of this Agreement and on and as of the Closing Date, with the same force and effect as if they had been made as of such date on the Closing Date (except to the extent that for any such representation and warranty is expressly made representations or warranties that by their terms speak only as of a specific datedate or dates, in which case such representation representations and warranty warranties shall be true and complete in all respects at tested only on and as of such specific datespecified date or dates), other than de minimis inaccuracies. except where the failure to be so true and correct would not reasonably be expected to prevent or delay beyond the Outside Date Purchaser’s ability to consummate the Transactions. Purchaser shall have performed and complied in all material respects with all of its covenants contained in Article 6 and Article 7 at or before the Closing (d) Since to the date extent that such covenants require performance by Purchaser at or before the Closing). At the Closing, Seller shall have received a certificate to the foregoing executed on behalf of this Agreement, there shall not have occurred a Material Adverse Effect in respect Purchaser by an officer of Purchaser. (e) Seller and the Company shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of Purchaser certifying the accuracy of the provisions of the foregoing clauses (a), (b), (c) and (d) of this Section 7.3. (f) Seller and the Company shall have received a certificate, dated as of the Closing Date, signed by the Secretary of Purchaser attaching correct and complete copies of (i) the amended and restated certificate of incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) bylaws of Purchaser; (iii) copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and evidence of the approval of each of the Purchaser Proposals approved at the Purchaser Stockholder Meeting; and (iv) a certificate of good standing of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware. (g) Purchaser shall have executed and delivered to Seller and the Company a copy of each Additional Agreement to which Purchaser is a partyServices Agreement.

Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the Closing is subject to the satisfaction, or the waiver in Seller’s and the Company’s sole and absolute discretion, at or prior to the Closing of all of the following further conditions: (a) Purchaser shall have duly performed or complied with, in all material respects, all of its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Purchaser, Purchaser at or prior to the Closing Date. (b) The representations and warranties of Purchaser contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Purchaser Fundamental Representations, shall be true and complete correct in all material respects as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and complete correct in all material respects at and as of such earlier date). (c) The Purchaser Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and complete correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and complete in all respects correct at and as of such specific date), other than de minimis inaccuracies. (d) Since the date of this Agreement, there shall not have occurred any Effect in respect of Purchaser that individually, or together with any other Effect, has had or would reasonably be expected to have a Material Adverse Effect in respect of Purchaser. (e) Seller and the Company shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of Purchaser certifying the accuracy of the provisions of the foregoing clauses (a), (b), (c) and (d) of this Section 7.3. (f) Seller and the Company shall have received a certificate, dated as of the Closing Date, signed by the Secretary of Purchaser attaching correct and complete copies of (i) the amended and restated certificate of incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) bylaws of Purchaser; (iii) copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and evidence of the approval of each of the Purchaser Proposals approved at the Purchaser Stockholder Meeting; and (iv) a certificate of good standing of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware. (g) Purchaser shall have executed and delivered to Seller and the Company a copy of each Additional Agreement to which Purchaser is a party.

Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the Closing is are subject to the satisfactionsatisfaction or, or the waiver in Seller’s and the Company’s sole and absolute discretion, at or prior to the Closing of all extent permitted by Applicable Law, waiver by such party of the following further conditions: (ai) Purchaser Buyer shall have duly performed or complied with, in all material respects, respects all of its respective material obligations hereunder (other than the obligations set forth in Section 8.02) required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Purchaser, at it on or prior to the Closing Date. ; (bii) The the representations and warranties of Purchaser Buyer contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than Buyer’s Fundamental Representations and the Purchaser Fundamental Representations, representation and warranty set forth in section 4.06) shall be true and complete in all material respects as of the date of this Agreement (disregarding for these purposes any qualification or exception for, or reference to, materiality set forth therein) at and as of the Closing Date, as if made at and as of such date (except to the extent for any representations and warranties that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and complete in all material respects at and as of such earlier date). (c) The Purchaser Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and complete in all respects at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly are made as of a specific date, in which case such representation representations and warranty warranties shall be true and complete in all respects at and as of such specific date), other than de minimis inaccuracies. with only such exceptions as would not and would not reasonably be expected to, individually or in the aggregate, materially impair the ability of Buyer or any of its Affiliates to perform its obligations under this Agreement or any Transaction Agreement to which it is or is specified to be a party or to consummate the transactions contemplated hereby or thereby; (diii) Since the date Fundamental Representations of Buyer contained in this AgreementAgreement shall be true in all material respects (disregarding for these purposes any qualification or exception for, there shall not have occurred a Material Adverse Effect in respect of Purchaser. (eor reference to, materiality set forth therein) Seller at and the Company shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of Purchaser certifying the accuracy of the provisions of the foregoing clauses (a), (b), (c) as if made at and (d) of this Section 7.3. (f) Seller and the Company shall have received a certificate, dated as of the Closing Date, signed by the Secretary of Purchaser attaching correct such date (except for any representations and complete copies of (i) the amended and restated certificate of incorporation of Purchaser, certified warranties that are made as of a recent date by the Secretary specific date, which representations and warranties shall be true in all material respects at and as of State of the State of Delaware; (ii) bylaws of Purchaser; (iii) copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and evidence of the approval of each of the Purchaser Proposals approved at the Purchaser Stockholder Meetingsuch specific date); and (iv) Seller shall have received a certificate signed by an authorized officer of good standing of Purchaser, certified as of a recent date by Buyer to the Secretary of State of the State of Delawareforegoing effect. (g) Purchaser shall have executed and delivered to Seller and the Company a copy of each Additional Agreement to which Purchaser is a party.