Common use of Conditions to Obligations of Sellers Clause in Contracts

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) of the following further conditions: (a) the representations and warranties of the Buyer contained in Article IV of this Agreement shall be true, correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date; (b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and (c) at the Closing, Buyer shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”).

Conditions to Obligations of Sellers. The obligations obligation of Sellers to effect the Closing and to consummate the Contemplated Transactions are shall be subject to the satisfaction (or, if permitted or waiver by applicable law, waiver in writing by Seller RepresentativeParent on behalf of all Sellers) at or prior to the Closing Date of the following further conditions: (a) Each of the representations and warranties of the Buyer contained in Article IV of this Agreement (without giving effect to any Buyer Material Adverse Effect, materiality or similar qualifiers) shall be true, have been true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement respect on and as of the Closing, other than such Execution Date and as of the Closing as if made as of the Closing (except for changes expressly permitted or contemplated by this Agreement and except that the representations and warranties that are made as of a specified date, which representations specific date need be true and warranties shall be true, correct and complete only as of such date;). Sellers shall have received a certificate from Buyer signed by an officer thereof with respect to the foregoing. (b) The covenants and agreements of Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement or performed on or prior to the Closing Date; andshall have been duly complied with or performed in all material respects. Sellers shall have received a certificate from Buyer signed by an officer thereof with respect to the foregoing. (c) at The Sale Order shall have been entered by the ClosingBankruptcy Court in substantially the form contemplated by this Agreement and shall not have been reversed, stayed, modified or amended in any manner materially adverse to Sellers. (d) Buyer shall have delivered all documents required to Seller Representative a certificate of an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable be delivered by Buyer pursuant to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Section 2.3.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment, if at or prior to the Closing, of each of the following conditions, any of which may be waived, to the extent permitted by applicable law, waiver in writing by Seller Representative) of the following further conditionsSellers in their sole discretion: (a) the The representations and warranties of the Buyer and Acquisition Sub contained in Article IV of this Agreement V shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement when made and as of the ClosingClosing Date, other than such except that in the case of representations and warranties that are made as of a specified date, which such representations and warranties shall be true, true and correct and complete as of such specified date;, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality”, “in all material respects”, “material adverse effect” and other terms derived therefrom) would not have or reasonably be expected to have a material adverse effect. (b) Buyer and Acquisition Sub shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the Closing Date; andClosing. (c) at the Closing, Buyer Sellers shall have delivered to Seller Representative received from Buyer and Acquisition Sub a certificate of an to the effect set forth in clauses (a) and (b) above, signed by a duly authorized officer of BuyerBuyer and Acquisition Sub, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)applicable.

Conditions to Obligations of Sellers. The obligations of Sellers and New Kleinco to effect the Closing and to consummate the Transactions are contemplated under this Agreement is subject to the satisfaction (orsatisfaction, if permitted by applicable lawon or prior to the Closing Date, waiver in writing by Seller Representative) of the following further conditionsconditions unless waived, in whole or in part, by Sellers and New Kleinco: (a) each of the representations and warranties of the Buyer contained set forth in Article IV of this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, Closing Date as though made on and as of the time (other than such the representations and warranties that are made as of a specified another date, which shall be so true and correct as of that date); provided, however, that this condition shall be deemed to have been satisfied unless the individual or aggregate impact of all inaccuracies of such representations and warranties materially adversely affect the ability of Buyer to timely consummate the Sale or any of the other transactions contemplated by this Agreement, and Sellers shall be have received a certificate signed on behalf of Buyer by an executive officer of Buyer acknowledging the condition in this clause (a) are true, correct and complete as of such date; (b) Buyer shall have performed and or complied in all material respects with all obligations and covenants required to be have been performed or complied with by it under this Agreement on and the other Transaction Documents at or prior to the Closing Date, and Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer, acknowledging the condition in this clause (b) is true; (c) all documents, instruments, certificates or other items (including, without limitation, the payments to be made at the Closing) required to be delivered at the Closing by Buyer pursuant to this Agreement or otherwise reasonably requested by Sellers shall have been delivered; and (cd) at the Closing, Buyer Restated LLC Agreement shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of been executed by the Closing Date, Buyer and shall be in form full force and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)effect.

Conditions to Obligations of Sellers. The obligations obligation of Sellers to effect consummate the transactions contemplated by this Agreement to be consummated at the Closing and to consummate the Transactions are is subject to the satisfaction (oror waiver, if to the extent permitted by applicable lawLaw, waiver in writing by Seller Representative) of the following further additional conditions: (a) the representations and warranties of the Buyer contained set forth in Article IV Section 3.1 and Section 3.2 and any representations and warranties of Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of Buyer set forth in this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualificationrespects, which shall be true, correct and complete in all respects) both each case as of the date of this Agreement and as of the Closing as though made as of the Closing, other than except to the extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true, true and correct and complete as of such date); (b) Buyer shall have performed and or complied in all material respects with all its agreements and covenants required to be performed or complied with by it under this Agreement on as of or prior to the Closing Date; andClosing; (c) at the Closing, Buyer shall have delivered to Seller Representative a certificate of Sellers the Buyer Certificate and shall have made the other deliveries required in Section 1.4(b); and (d) except for the Chapter 11 Case and the Approval Motion, no Legal Proceeding shall be pending or threatened wherein an authorized officer of Buyerunfavorable judgment, dated as order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date, in form and substance reasonably acceptable transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)be rescinded following consummation.

Conditions to Obligations of Sellers. The obligations obligation of Sellers to effect the Closing and to consummate the Contemplated Transactions are shall be subject to the satisfaction (or, if permitted or waiver by applicable law, waiver in writing by Seller RepresentativeParent on behalf of all Sellers) at or prior to the Closing Date of the following further conditions: (a) the The representations and warranties of the Buyer contained in Article IV of this Agreement shall be trueherein (without giving effect to any Buyer Material Adverse Effect, correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which qualifier) shall be true, have been true and correct on and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such Closing as if made as of the Closing (except for changes permitted or contemplated by this Agreement and except that the representations and warranties that are made as of a specified date, which representations specific date need be true and warranties shall be true, correct and complete only as of such date;), except to the extent that such inaccuracies in any such representation or warranty have not had, and would not reasonably be expected to have a Buyer Material Adverse Effect. Sellers shall have received a certificate from Buyer signed by an officer thereof with respect to the foregoing. (b) The covenants and agreements of Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; andshall have been duly performed in all material respects. Sellers shall have received a certificate from Buyer signed by an officer thereof with respect to the foregoing. (c) at Each of (i) the ClosingBidding Procedures Order and (ii) the Sale Order shall have been entered by the Bankruptcy Court in substantially the form contemplated by this Agreement and shall not have been reversed, stayed, modified or amended in any manner materially adverse to Sellers. (d) Buyer shall have duly delivered to Seller Representative a certificate of an authorized officer of Buyer, dated such items as of the Closing Date, are set forth in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Section 2.3.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions transactions contemplated by this Agreement are also subject to the satisfaction (or, if permitted or waiver by applicable law, waiver in writing by Seller Representative) the Sellers at or prior to the Closing of the following further conditions: (a) the All representations and warranties of the made by Buyer contained in Article IV of this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement on and as of the Closing, other than Closing Date with the same effect as if such representations and warranties that are had been made on and as of a specified the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, which representations and warranties except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers. Buyer shall be true, correct and complete as deliver to Sellers at the Closing a certificate of such datean officer of Buyer certifying that the conditions stated in this Section 6.3(a) have been fulfilled; (b) Buyer shall have performed and complied in all material respects with all covenants obligations required to be performed or complied with by it under this Agreement on at or prior to the Closing Date, and Sellers shall have received at the Closing a certificate signed on behalf of Buyer to such effect; and (c) at the Closing, Buyer shall have delivered to Seller Representative a certificate Sellers the Transition Services Agreement in the form of an authorized officer of Schedule E, duly executed by Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”).

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment or waiver, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions: (a) No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing; (b) All representations and warranties of the Buyer contained in Article IV of this Agreement Agreement, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, shall be true, correct true and complete in all material respects (other than those representations at and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of (except to the Closing, other than extent such representations and warranties that are made speak as of a specified an earlier date, in which case such representations and warranties shall be truehave been true and correct, correct and complete disregarding all qualifiers relating to materiality or Material Adverse Effect, as of such earlier date;) as of the Closing Date as though made at and as of the Closing Date, except for changes contemplated by this Agreement. (bc) Buyer shall have performed and complied in all material respects with all covenants covenants, agreements, and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; and. (cd) at the Closing, Buyer shall have delivered made or stand willing to Seller Representative a certificate of an authorized officer of Buyer, dated as of make all the Closing Date, deliveries set forth in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(aSection 9.3. (e) and 9.3(b) The FCC Consent shall have been satisfied (granted without the “imposition on Sellers of any conditions that need not be complied with by Sellers under Section 7.1, and Buyer Closing Certificate”)shall have complied with any conditions imposed on it by the FCC Consent.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment or Sellers’ waiver, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions: (a) the The representations and warranties of the Buyer contained in Article IV of this Agreement VI shall be true, true and correct and complete in all material respects (other than except as qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made address matters only as of a specified date, which representations and warranties shall be true, true and correct and complete in all respects as of such that specified date;). (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required to by this Agreement be performed or complied with by it under this Agreement on or prior to or on the Closing Date; and. (c) at the Closing, Buyer shall have complied with each condition set forth in Article IV hereof and shall have delivered the items set forth therein, in each case as applicable to Seller Representative a certificate of an authorized officer of Buyer, dated as . (d) There shall not be any Governmental Rule in effect prohibiting the consummation of the Closing Datetransactions contemplated by this Agreement or any claim, in form and substance reasonably acceptable to Seller Representativeaction, to suit, proceeding, investigation, hearing, arbitration, judgment, decree, injunction pending before any Governmental Entity that, if adversely determined, would prohibit the effect that consummation of the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)transactions contemplated by this Agreement.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated hereby shall be subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) fulfillment at or prior to the Closing Date of the following further additional conditions, except as Sellers may waive in writing: (a) Purchaser shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement and the Closing Documents to which it is a party which are required to be complied with and performed on or prior to the Closing Date; (b) the representations and warranties of the Buyer contained Purchaser in Article IV of this Agreement shall be true, correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as in each of the ClosingClosing Documents to which it is a party shall have been true and correct on the date hereof or thereof, other than as applicable, and such representations and warranties that are made as of a specified date, which representations and warranties shall be true, true and correct on and complete as of such date; the Closing Date (b) Buyer shall have performed and complied in all material respects with all covenants required except those, if any, expressly stated to be performed or complied true and correct at an earlier date), with by it under this Agreement the same force and effect as though such representations and warranties had been made on or prior to and as of the Closing Date; and (c) at the Closing, Buyer Purchaser shall have entered into, and delivered to Seller Representative a certificate the Sellers, the "CONVERSION RIGHTS AGREEMENT" in the form attached hereto as Exhibit C, pursuant to which the Sellers will have certain rights described therein to convert the Stock Consideration into shares of an authorized officer convertible preferred stock of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)TPG.

Conditions to Obligations of Sellers. The obligations of Sellers each Seller under this Agreement to effect Purchaser are, at the Closing and to consummate the Transactions are option of each such Seller, subject to the satisfaction (orcondition that, if permitted by applicable law, waiver in writing by Seller Representative) of at or before the following further conditionsClosing Date: (a) All the representations terms, conditions and warranties of the Buyer contained in Article IV covenants of this Agreement to be complied with and performed by Purchaser at or before the Closing Date shall be truehave been duly complied with and performed, correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as including the payment of the date of this Agreement and 5 consideration to be paid by Purchaser to such Seller as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date;contemplated by Section 1.04 hereof. (b) Buyer Purchaser shall have performed and complied in all material respects with all covenants required delivered to be performed or complied with by it under this Agreement each such Seller on or prior to the Closing Date; andDate an executed copy of this Agreement. (c) at the Closing, Buyer The Company and Xxx Xxxxxxxx Corporation shall have delivered executed an Amended and Restated Employment Agreement with Uhlenhop on terms reasonably satisfactory to Seller Representative a certificate Uhlenhop; and Holdings shall have executed an Amendment No. 3 to Uhlenhop's Special Stock Option Grant Agreement on terms reasonably satisfactory to Uhlenhop. (d) The representations and warranties of an authorized officer Purchaser set forth in Section 2.02 hereof shall be true in all material respects on and as of Buyer, dated the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. The provisions of this paragraph (d) shall be self-executing, and Purchaser, by having closed the sale of stock hereunder, shall be deemed conclusively to have certified at Closing that all such representatives and warranties are true in form all material respects on and substance reasonably acceptable to Seller Representative, to as of the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Date.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (orsatisfaction, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions, any one or more of which may be waived by Scotts: (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by them at or prior to the Closing Date; (ii) the representations and warranties of the Buyer contained in Article IV of this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true, correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement true at and as of the ClosingClosing Date, other than as if made at and as such representations time, with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect with respect to Buyer; and warranties that are made as (iii) Sellers shall have received a certificate signed by an executive officer of a specified date, which representations and warranties shall be true, correct and complete as of such date;Buyer to the foregoing effect. (b) Buyer shall have performed and complied delivered the documents referred to in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; andSection 2.05(c). (c) at All of the Closing, Buyer closing conditions to Sellers' obligations under the U.S. Asset Purchase Agreement shall have delivered been satisfied or shall have been waived by Scotts, in its sole discretion. (d) Sellers shall have received all documents they may reasonably request relating to Seller Representative a certificate the existence of an authorized officer Buyer and the authority of BuyerBuyer for this Agreement, dated as of the Closing Date, all in form and substance reasonably acceptable satisfactory to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Scotts.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions transactions contemplated hereby are subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) of the following further conditions: (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of the Buyer contained in Article IV of this Agreement shall be true, correct and complete true in all material respects (disregarding immateriality, materiality, Buyer Material Adverse Change or any other than those derivation of any of the foregoing contained in any such representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct warranties) when made and complete in all respects) both as of the date of this Agreement at and as of the ClosingClosing Date, other than as if made at and as of such representations and warranties date (except that are any representation or warranty made as of a specified date, which representations date other than the date hereof shall only be required to have been true on and warranties shall be true, correct and complete as of such date), except where any failure of such representations and warranties to be so true in all respects would not result in a Buyer Material Adverse Change), and (iii) Sellers shall have received a certificate signed by an officer of Buyer to the foregoing effect; (b) Buyer shall have performed and complied delivered to Sellers all of the items set forth under Section 9, unless waived in all material respects with all covenants required to be performed or complied with by it under writing; (c) There shall not have occurred at any time after the date of this Agreement on or prior to the Closing Dateany Buyer Material Adverse Change; and (cd) at the Closing, Buyer The Requisite Stockholder Approvals shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)obtained.

Conditions to Obligations of Sellers. The obligations obligation of Sellers to effect sell the Closing and to consummate the Transactions are Purchased Assets contemplated by this Agreement shall be subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) fulfillment on or prior to the Closing Date of the following further additional conditions: (a) the representations and warranties of the Buyer Purchaser contained in Article IV of this Agreement shall be true, true and correct and complete in all material respects (other than those representations when made and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement on and as of the Closing, other than Closing Date with the same effect as if such representations and warranties that are had been made as of a specified date, which representations on and warranties shall be true, correct and complete as of such datedate and Sellers shall have received a certificate of Purchaser to such effect signed by a duly authorized officer thereof; (b) Buyer shall have performed each covenant and complied in all material respects with all covenants obligation that Purchaser is required to be performed perform or complied to comply with by it under pursuant to this Agreement on at or prior to the Closing Date; andshall have been duly performed and complied with in all material respects, and Sellers shall have received a certificate of Purchaser to such effect signed by a duly authorized officer thereof; (c) at each of the Closing, Buyer deliveries required to be made to Sellers pursuant to Section 3.5 shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of been so delivered; (d) the Closing Date, Sale Order has been entered and is unstayed and in form full force and substance reasonably acceptable to Seller Representative, to the effect that the conditions effect. Any condition specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)this Section 8.3 may be waived by Sellers; provided, however, that no such waiver shall be effective against Sellers unless it is set forth in writing executed by Sellers.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment or Sellers’ Representative’s waiver, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions: (a) Other than the representations and warranties of the Buyer contained in Article IV Section 5.01 and Section 5.04, the representations and warranties of Buyer contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true, true and correct and complete in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (other than except those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 5.01 and Section 5.04 shall be true, true and correct in all respects on and complete as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date;. (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; and. (c) at the Closing, Buyer Sellers’ Representative shall have delivered to Seller Representative received a certificate of an certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, dated as that each of the Closing Date, conditions set forth in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(aSection 8.03(a) and 9.3(bSection 8.03(b) have been satisfied satisfied. (d) The Company shall have received the “Buyer Closing Certificate”)Working Capital Note, in the form set forth on Exhibit E, duly executed by Buyer.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment or Sellers’ waiver, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions: (a) the The representations and warranties of the Buyer contained in Article IV ARTICLE V of this Agreement shall be true, true and correct and complete in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (other than in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Closing Date with the same effect as though made at and as of the Closing Date (except those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where any failure of such representations and warranties shall to be true, so true and correct and complete as would not materially delay or prevent the consummation of such date;the transactions contemplated by this Agreement. (b) Buyer No Action shall have performed been commenced against Buyer or its Affiliates which would reasonably be expected to prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and complied be in all material respects with all covenants required to be performed effect, which restrains or complied with by it under this Agreement on or prior to the Closing Date; and prohibits any transaction contemplated hereby. (c) at the Closing, Buyer Seller Representative shall have delivered to Seller Representative received a certificate of an authorized officer of Buyercertificate, dated as of the Closing DateDate and signed by a duly authorized officer of Buyer, in form and substance reasonably acceptable to Seller Representative, to the effect that each of the conditions specified set forth in Sections 9.3(a) and 9.3(bSection 8.03(a) have been satisfied (the “Buyer Closing Certificate”)satisfied.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment, if at or prior to the Closing, of each of the following conditions, any of which may be waived, to the extent permitted by applicable law, waiver in writing by Seller Representative) of the following further conditionsSellers in their sole discretion: (a) the The representations and warranties of the Buyer contained in Article IV of this Agreement V shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement when made and as of the ClosingClosing Date, other than such except that in the case of representations and warranties that are made as of a specified date, which such representations and warranties shall be true, true and correct and complete as of such specified date;, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality”, “in all material respects”, “material adverse effect” and other terms derived therefrom) would not have or reasonably be expected to have a material adverse effect. (b) Buyer shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the Closing Date; andClosing. (c) at the Closing, Buyer Sellers shall have delivered to Seller Representative received from Buyer a certificate of an to the effect set forth in clauses (a) and (b) above, signed by a duly authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”).

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions transactions contemplated hereby are further subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representativeor waiver) at or prior to the Closing of the following further conditions: (a) the The representations and warranties of the Buyer contained in Article IV of this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of at the date of this Agreement hereof and as of the ClosingClosing as if made at and as of such time, other than such except for changes permitted or contemplated hereby and except for representations and warranties that which are made as of a specified date, which representations and warranties shall be true, correct and complete as of such specific date; (b) Buyer shall have performed and complied in all material respects with all covenants its obligations under this Agreement required to be performed or complied with by it under this Agreement on at or prior to the Closing Date; andpursuant to the terms hereof; (c) at If the Closingdate hereof is not also the Closing Date, Buyer shall have delivered to Seller Representative Sellers a certificate certificate, reasonably satisfactory to Sellers, with respect to the accuracy of an authorized officer the representations and warranties, and fulfillment of Buyerthe obligations of Buyer set forth herein, dated as of the Closing Date, Date executed by an officer of Buyer; and (d) Buyer shall have delivered to Sellers those items set forth in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Section 1.6 hereof.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment, if permitted by applicable lawor Sellers’ waiver, waiver in writing by Seller Representative) at or prior to the Closing, of each of the following further conditions: (a) the The representations and warranties of the Buyer contained in Article IV of this Agreement 4 shall be true, true and correct as of the Closing Date with the same effect as though made at and complete in all material respects as of such date (other than except those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made address matters only as of a specified date, which representations and warranties shall be true, true and correct and complete in all material respects as of such that specified date;). (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or Buyer prior to or on the Closing Date; and. (c) at the Closing, Buyer shall have delivered to Seller Representative Sellers a certificate of an certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, dated as that each of the Closing Date, conditions set forth in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(aSection 6.3 (a) and 9.3(b(b) have been satisfied satisfied. (d) Buyer shall have received approval from the “Toronto Stock Exchange for the transactions hereunder, including approval for issuance of the EFI Shares to Sellers hereunder. (e) Buyer shall have delivered the Closing Certificate”)EFI Shares to Sellers in accordance with Section 2.2. (f) Buyer shall have delivered to Sellers a letter of the waiver of Buyer of its any rights or restrictions under the Operating Agreement (including any rights of first refusal) with respect to the sale of Sellers’ Ownership Interests to Buyer hereunder.

Conditions to Obligations of Sellers. The obligations obligation of Sellers to effect consummate the transactions to be consummated at the Closing and to consummate the Transactions are is subject to the satisfaction (or, if permitted or waiver by applicable law, waiver in writing by Seller RepresentativeSellers) of the following further conditions: (ai) the representations and warranties of the Buyer contained set forth in Article IV of this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and Closing Date as if made as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such dateClosing Date; (bii) Buyer shall have performed or complied with its agreements and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on as of or prior to the Closing Date; andDate or the Fee Property Closing Date as applicable; (ciii) at no action, suit or proceeding shall be pending by or before any Governmental Entity seeking to prevent consummation of the Closingtransactions contemplated by this Agreement and no judgment, order, writ, stipulation, injunction or decree enjoining or preventing consummation of the transactions contemplated by this Agreement shall be in effect; (iv) Buyer shall have delivered to Seller Representative Sellers a certificate of an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that each of the conditions specified in Sections 9.3(aclauses (i) through (iii) of this Section 9(b) is satisfied; and (v) Sellers shall have received such other customary certificates (such as a certificate of good standing of Buyer in its jurisdiction of incorporation and 9.3(bcertificates as to the incumbency of officers and the adoption of authorizing resolutions) have been satisfied (as it shall reasonably request in connection with the “Buyer Closing Certificate”)Closing.

Conditions to Obligations of Sellers. The All of the obligations of the Sellers to effect the Closing and to consummate the Transactions under this Agreement are subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) fulfillment prior to or at the Closing Date of each of the following further conditions, any one or more of which may be waived by the Sellers: (a) Except as otherwise permitted or contemplated by this Agreement and except for representations and warranties that by their terms speak only as of a specified date, each of the representations and warranties of the Buyer Purchasers contained in Article IV of this Agreement herein shall be truetrue as of the date when made, correct shall be deemed to be made again at and complete as of the Closing Date and shall be true in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement at and as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date; Closing Date; (b) Buyer The Purchasers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it under this Agreement on or Purchasers prior to or at the Closing Date; and (c) at No federal, state or local governmental unit, agency, body or authority with competent jurisdiction over the Closing, Buyer subject matter shall have delivered given official written notice of its intention to Seller Representative a certificate of an authorized officer of Buyerinstitute proceedings to prohibit the transactions contemplated by this Agreement. If the HSR Act is applicable to the transactions contemplated by this Agreement, dated as all applicable waiting periods thereunder shall have expired or been terminated; and (d) Sellers shall have obtained all third-party consents required by the Purchasers for consummation by it of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)transactions contemplated by this Agreement.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions transactions contemplated hereby are subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) fulfillment prior to or at Closing of the following further conditions, unless waived by Sellers in writing: (ai) All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively) and each of those covenants and obligations (considered individually) shall have been duly performed and complied with in all material respects, (ii) each of Buyer's representations and warranties of the Buyer contained in Article IV of this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by ignoring, for this purpose, any materiality or material adverse effect or similar qualification, which shall be true, correct qualifications to such representations and complete in all respectswarranties) both as of the date of this Agreement and as of the ClosingClosing Date as if made on the Closing Date (except as to any representation or warranty which specifically relates to an earlier date), other than such representations and warranties (iii) Sellers shall have received a certificate signed by a duly authorized officer of Buyer to the effect that are made as the foregoing conditions have been satisfied. Compliance with covenants and obligations and accuracy of a specified date, which representations and warranties shall be true, correct and complete as of such date;determined without regard to supplements or amendments to Schedules made pursuant to Section 5.9. (b) Buyer Sellers shall have performed received from Buyer a certified copy of the resolutions duly adopted by Buyer's board of directors approving the execution and complied in all material respects with all covenants required to be performed or complied with by it under delivery of this Agreement on or prior to and the Closing Date; and (c) at the Closing, Buyer shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as consummation of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)transactions contemplated hereby.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are shall be subject to the satisfaction (orfulfillment or the waiver by Seller, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions: (a) the The representations and warranties of the Buyer contained in Article IV of this Agreement shall be true, true and correct as of the Closing Date with the same effect as though made at and complete in all material respects as of such date (other than except those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made address matters only as of a specified date, which shall be true and correct as of that specified date), except where the failure of such representations and warranties shall to be true, true and correct and complete as of such date;does not have a material adverse effect on Buyer's ability to consummate the Transactions. (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; and. Without limiting the generality of the immediately foregoing sentence, Buyer shall have made all of the payments contemplated by Section 2.02(b). (c) at All filings with, and all consents, authorizations, orders and approvals of, any Governmental Authority that are required to be made or obtained by Sellers for the Closing, Buyer consummation of the Transactions shall have been made and obtained. (d) Sellers shall have received a copy of the Representations and Warranties Insurance Policy. (e) Sellers shall have received each item required to be delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable Sellers pursuant to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”Section 2.03(a).

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment or Sellers’ Representative’s waiver, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions:conditions:‌ (a) Other than the representations and warranties of the Buyer contained in Article IV Section 4.01 and Section 4.03 (each a “Buyer Fundamental Representation” and together, the “Buyer Fundamental Representations”), the representations and warranties of Buyer contained in this Agreement Agreement, the Ancillary Documents to which Buyer is a party and any certificate or other writing delivered by Buyer pursuant hereto shall be true, true and correct and complete in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (other than in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made address matters only as of a specified date, the accuracy of which representations and warranties shall be true, determined as of that specified date in all respects). All of the Buyer Fundamental Representations shall be true and correct in all respects on and complete as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date;date.‌ (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to which Buyer is a party to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; and (c) at the Closingprovided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have delivered to Seller Representative a certificate of an authorized officer of Buyerperformed such agreements, dated covenants and conditions, as of the Closing Dateso qualified, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”).all respects.‌

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction or waiver (or, if permitted by applicable law, waiver Law) in writing by Seller Representative) Allscripts Healthcare at the Closing of each of the following further conditions:additional conditions (it being understood that all conditions to Closing shall be deemed to have been satisfied or waived from and after the Closing other than for purposes of Article X): (a) the representations and warranties of the Buyer contained and Guarantor set forth in Article IV of this Agreement will be true and correct (without giving effect to any materiality, in all material respects, or similar qualifications contained therein) as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent such representations and warranties speak as of an earlier date (which need only be true and correct as of such earlier date), and (ii) where the failure to be so true and correct has not had and would not be likely to result in a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby; (b) each of the agreements and covenants of Buyer and Guarantor to be performed and complied with by Buyer or Guarantor pursuant to this Agreement prior to or as of the Closing Date shall be true, correct have been duly performed and complete complied with in all material respects (other than those representations it being understood that failure to pay any amounts payable by or on behalf of Buyer or Guarantor pursuant to, and warranties that are qualified by materiality or material adverse effect or similar qualificationin accordance with, which Article II and/or Article III shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date; (b) Buyer shall have performed and complied in all material respects with all covenants required deemed to be performed or complied with by it under this Agreement on or prior to the Closing Datematerial); and (c) at the Closing, Buyer shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of the Closing Date, items set forth in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Section 3.3.

Conditions to Obligations of Sellers. The obligations of Sellers to effect consummate the Closing and to consummate the Transactions are is subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) of the following further conditions: (a) the The representations and warranties of the Buyer contained DataLogic set forth in Article IV of this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing, other than such representations Closing Date with the same force and warranties that are effect as though made on and as of a specified date, which representations and warranties shall be true, correct and complete as of such date;the Closing Date. (b) DataLogic and Buyer shall have performed and complied in all material respects with all covenants obligations required to be performed or complied with by it them under this Agreement on at or prior to the Closing Date; and. (c) at the Closing, Buyer Sellers shall have delivered to Seller Representative received a certificate signed by the Chief Executive Officer of an authorized officer DataLogic confirming Section 6.03(a) and (b). (d) Sellers shall have received (i) resolutions duly adopted by the Board of BuyerDirectors of DataLogic and Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to enable DataLogic and Buyer to comply with the terms of this Agreement, dated as and (ii) all other documents it may reasonably request relating to the existence of DataLogic and Buyer and the Closing Dateauthority of DataLogic and Buyer for this Agreement, all in form and substance reasonably acceptable reasonable satisfactory to Seller Representative, to Sellers. (e) DataLogic shall have entered into a consulting agreement with Xxxxxx Xxxxxx substantially in the effect that form of Exhibit B hereto. (f) Buyer shall have entered into the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Sublease.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are transactions contemplated hereby shall be subject to the satisfaction (or, if permitted by applicable law, or waiver at or prior to the Closing of each condition in writing by Seller Representative) Section 5.01 and each of the following further conditions: (a) the representations and warranties of the Buyer contained Purchaser in Article IV III of this Agreement shall be true, true and correct and complete in all material respects (other than those representations and warranties that are qualified by without giving effect to any materiality or material adverse effect or similar qualification, which shall be true, correct qualifications) at and complete in all respects) both as of the date of this Agreement hereof and at and as of the Closing, Closing Date (other than such representations and warranties any representation or warranty that are by its terms is made as of a date specified datetherein, in which representations and warranties case any such representation or warranty shall be true, true and correct and complete as of such date), except where the failure of such representations or warranties to be in compliance with the standard set forth above in this Section 5.02(a) would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the consummation of the Closing by Purchaser or performance by Purchaser of any of its material obligations under this Agreement; (b) Buyer Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed or and complied with by it Purchaser under this Agreement on at or prior to the Closing DateClosing, including the covenants set forth in Section 4.04; and (c) at the Closing, Buyer Purchaser shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of the Closing Date, complied with each delivery requirement in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”)Section 1.08.

Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and Seller Parties to consummate the Transactions are transactions contemplated by this Agreement shall be subject to the satisfaction (orfulfillment or Seller Parties’ waiver, if permitted by applicable lawat or prior to the Closing, waiver in writing by Seller Representative) of each of the following further conditions: (a) the The representations and warranties of the Buyer Purchaser contained in Article IV of this Agreement shall be true, true and correct and complete in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (other than in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made address matters only as of a specified date, the accuracy of which representations and warranties shall be true, correct and complete determined as of such date;that specified date in all respects). (b) Buyer Purchaser shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; and. (c) at No Action shall have been commenced against Purchaser or Seller Parties, which prevents the Closing, Buyer . No injunction or restraining order shall have delivered to Seller Representative a certificate been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers of an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect third parties that the conditions specified in Sections 9.3(aare listed on Annex 2.7(a)(iv) and 9.3(b) shall have been satisfied (the “Buyer Closing Certificate”)received.