Common use of Conditions to Obligations of Sellers to Close Clause in Contracts

Conditions to Obligations of Sellers to Close. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, prior to or at the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except where the failure to be so true and correct (without regard to any Purchaser Material Adverse Effect or materiality qualifications set forth in any such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Purchaser Material Adverse Effect. (b) The obligations of Purchaser to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly and fully performed in all material respects on or before the Closing Date. (c) The shares of Purchaser Common Stock comprising the Stock Consideration issuable to Sellers (including shares issuable upon conversion of any Purchaser Convertible Preferred Stock) shall have been approved for listing on the NYSE, subject to official notice of issuance. (d) Purchaser shall have delivered, or caused to be delivered, to Parent each of the deliverables specified in Section 3.4. (e) Parent, on behalf of Sellers, shall have received at the Closing a certificate dated the Closing Date, which certificate shall be validly executed on behalf of Purchaser by an appropriate executive officer of Purchaser, certifying that the conditions specified in Section 7.3(a) through Section 7.3(c) have been satisfied.

Conditions to Obligations of Sellers to Close. The obligations obligation of Sellers to consummate effect the transactions contemplated by this Agreement are is subject to the satisfaction (or waiverwaiver by Parent), prior to or at the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date Date, except where the failure to be so true and correct (after excluding the effect of any Purchaser Material Adverse Effect or other materiality qualifications) would not result in a Purchaser Material Adverse Effect; except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except where the failure to be so true and correct (without regard to any Purchaser Material Adverse Effect or materiality qualifications set forth in any such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Purchaser Material Adverse Effect. (b) The covenants, agreements and obligations of Purchaser to be performed complied with on or before the prior to Closing Date pursuant to the terms of this Agreement shall have been duly and fully performed complied with in all material respects on or before the Closing DateClosing. (c) The shares of Purchaser Common Stock comprising the Stock Consideration issuable to Sellers (including shares issuable upon conversion of any Purchaser Convertible Preferred Stock) shall have been approved for listing on the NYSE, subject to official notice of issuance. (d) Purchaser shall have delivered, or caused to be delivered, to Parent each of the deliverables documents specified in Section 3.43.5 hereof that is contemplated to be delivered at the Closing. (ed) Parent, on behalf of Sellers, shall have received at the Closing a certificate dated the Closing Date, which certificate shall be Date and validly executed on behalf of Purchaser by an appropriate executive officer of Purchaser, Purchaser certifying that the conditions specified in Section 7.3(a) through and Section 7.3(c7.3(b) have been satisfied.

Conditions to Obligations of Sellers to Close. The obligations of Sellers to consummate the transactions contemplated by this Agreement are and the Related Agreements is subject to the satisfaction satisfaction, or waiverwaiver by Representative, prior to at or at before the Closing, Closing of each all of the following conditions: (a) Each Buyer shall have delivered each of the payments and items required pursuant to Section 1.3(b). (b) Buyer shall have delivered to HK Seller certificates representing, or other evidence of the issuance to HK Seller of, the Equity Consideration Shares. (c) All of the representations and warranties of Purchaser contained made by Buyer in this Agreement shall other than the Buyer Fundamental Representations must be true and correct at and as of the date hereof and as of the Closing Date as though made on at and as of the Closing Date Date, as if made at and as of such time (except that those representations and warranties which address matters only to the extent expressly made as of a particular date shall be true and correct specified date, in which case as of such particular date), except where the facts and circumstances resulting in the failure of such representations and warranties to be so true and correct (without regard giving effect to any Purchaser Material Adverse Effect or materiality qualifications Materiality Qualifiers set forth in any such representation or warranty) would therein), do not reasonably be expectedconstitute, individually or in the aggregate, to have a Purchaser Material Adverse Effect. (b) The obligations of Purchaser to be performed on or before the Closing Date pursuant material adverse effect with respect to the terms of this Agreement shall have been duly Buyer; provided that the Buyer’s Fundamental Representations must be true and fully performed correct in all material respects on or before at and as of the date hereof and at and as of the Closing Date. (c) The shares , as if made at and as of Purchaser Common Stock comprising the Stock Consideration issuable to Sellers (including shares issuable upon conversion of any Purchaser Convertible Preferred Stock) shall have been approved such time, except for listing on the NYSE, subject to official notice of issuancede minimis inaccuracies. (d) Purchaser shall Buyer must have deliveredperformed and complied in all material respects with all of its covenants, or caused obligations and agreements under this Agreement to be delivered, to Parent each of performed or complied with on or before the deliverables specified in Section 3.4Closing. (e) ParentBuyer will have delivered to Representative each of the following documents at or before the Closing: (i) a certificate of a duly authorized officer of Buyer, on behalf dated as of Sellers, shall have received at the Closing a certificate dated Date and executed by such officer, to the Closing Date, which certificate shall be validly executed on behalf effect that each of Purchaser by an appropriate executive officer of Purchaser, certifying that the conditions specified above in Section 7.3(aSections 2.3(c) through Section 7.3(cand (d) have been satisfiedis satisfied in all respects (the “Buyer Closing Certificate”); and (ii) a counterpart signature page to the Escrow Agreement, duly executed by Buyer.