Conditions to Obligations of Sellers and Purchaser. The respective obligations of Sellers and Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment or waiver by each of the Parties, to the extent legally permissible, on or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of Sellers and Purchaser. 35 6.1 Conditions to Obligations of the Sellers 35 6.2 Conditions to Obligations of Purchaser 36 ARTICLE VII POST-CLOSING OBLIGATIONS 37 7.1 Further Assurances 37 7.2 Publicity 37 7.3 Access to Information 37 7.4 Non-Competition, Non-Solicitation and Xxx-Xxxxxxxxxx 00 7.5 Indemnity by the Sellers 41 7.6 Indemnity by the Purchaser 42 7.7 Exclusive Remedy 42 7.8 Tax Matters 42 ARTICLE VIII MISCELLANEOUS 43 8.1 Confidentiality 43 8.2 [Reserved] 44 8.3 Notices 44 8.4 Governing Law 45 8.5 Dispute Resolution; Arbitration 45 8.6 Costs and Expenses 46 8.7 Representations and Warranties 46 8.8 Entire Agreement; Amendments and Waivers 46 8.9 Binding Effect and Assignment 46 8.10 Remedies 47 8.11 [Reserved] 47 8.12 Exhibits and Schedules 47 8.13 Multiple Counterparts 47 8.14 References and Construction 47 8.15 Survival 47 8.16 Representative of the Sellers; Power of Attorney 48 ARTICLE IX DEFINITIONS 48 Signature Pages 54
Conditions to Obligations of Sellers and Purchaser. The obligation of each Seller to sell the Shares it owns and the obligation of Purchaser to purchase the Shares as contemplated by this Agreement is subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by Sellers or Purchaser, as the case may be, to the extent permitted by applicable law:
