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

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i) (Closing) of this Agreement; (b) (A) each of the representations and warranties of the Buyer set forth in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being true and correct in all respects as of the date hereof and as of the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified date) and (B) each of the other representations and warranties of the Buyer set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being true and correct in all respects as of the date hereof and as of the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified date), except in the case of this clause (B) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect; and (c) the Buyer having delivered to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as to the matters set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery to the Seller and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has been performed or complied with).

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any Governmental Authority that would prevent the Buyer delivering to Deposit Escrow Agent consummation of the amounts set forth transactions contemplated by this Agreement shall be in Section 2.3(b)(i) (Closing) of this Agreement;effect. (b) (A) each of the The representations and warranties of the Buyer set forth contained in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct in all respects as of the date hereof and as of the Closing (except for such Date, or in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will shall be true and correct in all respects on and as of the such specified date) and (B) each of , except where the other representations and warranties of the Buyer set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being failure to be so true and correct in all respects (without giving effect to any limitation or qualification as of the date hereof and as of the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified date), except in the case of this clause (Bto “material,” “materiality” or “Material Adverse Effect” set forth therein) where the failure of such representations and warranties to be true and correctwould not, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect; and. The Buyer shall have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. The Seller shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (c) The Assignment Agreement shall have been duly executed and delivered by the Company and the other parties thereto. (d) The items required to have been delivered by the Buyer having pursuant to Section 2.2(b) shall have been, or shall contemporaneously with the Closing be, delivered to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as to the matters set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery to the Seller and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has been performed or complied with)Seller.

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i(i) (Closing) of this Agreement; (b) (A) each of the The representations and warranties of the Buyer set forth in Section this Agreement, other than the representations and warranties contained in Sections 5.1 (Organization)relating to organization and existence, Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict)relating to authority, and Section 5.8 (Buyer5.5 relating to broker’s Brokers) of this Agreement being fees and finder’s fees, shall be true and correct in all respects as of the date hereof both when made and as of the Closing (except for such Date as though made at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will shall be true and correct in all respects on and as of the such specified date) and (B) each of , except where the other representations and warranties of the Buyer set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material” and “in all respects as of the date hereof and as of the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified date), except in the case of this clause (Bmaterial respects”) where the failure of such representations and warranties to be true and corrector “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, would not have a Buyer Material Adverse Effect; and Effect with respect to the Buyer, and (cii) the Buyer having delivered to the Seller representations and the Company a certificatewarranties contained in Sections 5.1, signed by an authorized officer 5.2 and Section 5.5 shall be true and correct both when made and as of the Buyer Closing Date as though made at and dated as of the Closing Date, certifying as to the matters set forth . (b) The Buyer shall have performed all obligations and agreements and complied with all covenants and conditions in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery to the Seller and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant all material respects required by this Agreement has been to be performed or complied with)with by it prior to or at the Closing.

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will and the other Transaction Documents shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: : (aa)(i) other than the Buyer delivering to Deposit Escrow Agent Fundamental Representations of the amounts set forth in Section 2.3(b)(i) (Closing) of this Agreement; (b) (A) each of Buyer, the representations and warranties of the Buyer contained in Article V shall be true and correct as of the date hereof and as of the Closing Date (as if such representations and warranties had been delivered as of the Closing Date), or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct 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” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in Section 5.1 the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, (Organization), Section 5.2 (Authority), Section 5.3(a)(iii) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) the Fundamental Representations of this Agreement being the Buyer shall be true and correct in all respects as of the date hereof and as of the Closing Date (except for as if such representations and warranties had been delivered as of the Closing Date), or in the case of Fundamental Representations of the Buyer that are made as of a specified date, in which case such representations and warranties will shall be true and correct in all respects on and as of the specified date) and (B) each of the other representations and warranties of the Buyer set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being true and correct in all respects as of the date hereof and as of the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct (b) the Buyer shall have performed in all material respects on all obligations and as of the specified date), except agreements and complied in the case of all material respects with all covenants and conditions required by this clause (B) where the failure of such representations and warranties Agreement to be true performed or complied with by it prior to or at the Closing, and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect; and (c) the Seller shall have received from the Buyer having delivered to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as to the matters set forth in Section 7.2(b) (Conditions to Obligations signed by a duly authorized officer of the Seller and the Company) hereofBuyer, which, upon delivery to the Seller and the Company, will be deemed to satisfy stating that the conditions set forth specified in Section 7.2(bSections 8.2(a) (Conditions to Obligations of the Seller and the Company8.2(b) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has have been performed or complied with)satisfied.

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i) (Closing) of this Agreement; (b) (A) each of the The representations and warranties of the Buyer set forth and the Acquisition Sub contained in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being or any certificate delivered pursuant hereto that are qualified by materiality (including, without limitation, the words “material,” “Material Adverse Effect” or other terms or concepts of similar import) shall be true and correct and the representations and warranties that are not so qualified shall be true and correct in all respects as of the date hereof material respects, both when made and as of the Closing (except for such Date, or in the case of representations and warranties that are made as of a specified date, in which case as of such representations specified date. The Buyer and warranties will be true and correct the Acquisition Sub shall have performed in all material respects on all obligations and as of agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the specified date) and (B) Closing. The Seller shall have received from each of the other representations Buyer (with respect only to itself) and warranties of the Buyer Acquisition Sub (with respect only to itself) a certificate to the effect set forth in ARTICLE V the preceding sentences, signed by a duly authorized officer thereof. (Representations b) The Buyer or the Acquisition Sub shall have delivered the (i) the Purchase Price in cash in full or (ii) the Cash Purchase Price in cash and Warranties of Buyer) of this Agreement being true and correct in all respects as of the date hereof and as of Promissory Note to the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified date), except in the case of this clause (B) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect; andSeller. (c) the The Buyer having shall have executed and delivered to the Seller and a guaranty of amounts due under the Company Promissory Note, which guaranty shall be in a certificate, signed form to be agreed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as to the matters set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the CompanyBuyer. (d) hereof, which, upon delivery The Merger shall have been consummated pursuant to the Seller terms of the Agreement of Merger, the Certificate of Merger, the General Corporation Law and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(bDGCL. (e) (Conditions to Obligations The Seller shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Seller. (f) The Seller and shall have received such other documents as the Company) hereof solely for purposes Seller reasonably requests evidencing the satisfaction of any condition referred to in this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has been performed or complied with)9.2.

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will and the Ancillary Agreements shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i) (Closing) of this Agreement; (b) (A) each of the The representations and warranties of the Buyer set forth contained in Section 5.1 Article V (Organization), Section 5.2 (Authority), Section 5.3(a)(iother than the Buyer Fundamental Representations) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being shall be true and correct in all respects as of the date hereof both when made and as of the Closing (except for such Date, or in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will shall be true and correct in all respects on and as of the such specified date) and (B) each of , except where the other representations and warranties of the Buyer set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. The Buyer Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) set forth therein, other than the term “Buyer Material Adverse Effect,” which will be given full effect) in all material respects as of the date hereof both when made and as of the Closing (except for such Date, or in the case of representations and warranties that are made as of a specified date, in which case as of such representations specified date. The Buyer and warranties will be true and correct the Buyer Parent shall have performed in all material respects on all obligations and as agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing except where such failure to perform or comply has been cured prior to the Closing. The Seller shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) The Seller shall have received guarantees from the Buyer for the benefit of the specified date)Seller and its Affiliates as required pursuant to Section 6.12, except in signed by each party thereto other than the case of this clause (B) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect; andSeller. (c) The Buyer shall have made the Buyer having delivered deliveries to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as to the matters set forth in required under Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery to the Seller and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has been performed or complied with2.2(b).

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller (with respect to the Seller and the Company) in its sole discretion: (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i(i) (Closing) of this Agreement; (b) (A) each of the The representations and warranties of the Buyer set forth in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being qualified by “Buyer Material Adverse Effect” shall be true and correct in all respects as of the date hereof both when made and as of the Closing (except for Date as though made at and as of such date, or in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will shall be true and correct in all respects on and as of the specified date) and (B) each of the other representations and warranties of the Buyer set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being true and correct in all respects as of such specified date; and (ii) the date hereof representations and warranties of the Buyer contained in this Agreement not so qualified by “Buyer Material Adverse Effect” shall be true and correct in all respects both when made and as of the Closing (except for Date as though made at and as of such date, or in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will shall be true and correct in all respects on and as of the such specified date), except in the case of this clause (B) where the failure of such representations and warranties to be so true and correctcorrect in all respects would not, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect; and. (b) The Buyer shall have performed all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects. (c) The Seller shall have received from the Buyer having delivered a certificate to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as to the matters effect set forth in Section 7.2(a) and Section 7.2(b), signed by a duly authorized officer thereof. (d) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery The releases relating to the Seller Guarantees shall have been obtained or the Buyer shall have expressly assumed, and the Companyindemnified Seller for, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations all of Seller’s liabilities under the Seller and Guarantees pursuant to back-to-back arrangements reasonably satisfactory to the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has been performed or complied with)Seller.

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i) (Closing) of this Agreement; (b) (A) each of the The representations and warranties of the Buyer set forth contained in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being or any certificate delivered pursuant hereto shall be true and correct in all respects as of the date hereof both when made and as of the Closing (except for such Date, or in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will shall be true and correct in all respects on and as of the such specified date, (in each case, without giving effect to any limitation or qualification as to “materiality” (including the word “material”) and (B) each of the other representations and warranties of the Buyer or “Material Adverse Effect” set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being therein), except where the failure to be so true and correct in all respects as of the date hereof and as of the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified date), except in the case of this clause (B) where the failure of such representations and warranties to be true and correctwould not, individually or in the aggregate, would not have a Buyer Material Adverse Effect; and (c) the Buyer having delivered be materially adverse to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as Buyer’s ability to the matters set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery to the Seller and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in perform its obligations under this Agreement was true or to consummate the transactions contemplated by this Agreement. The Buyer shall have performed all obligations and correct as of any particular date or whether any agreement or covenant agreements and complied with all covenants and conditions required by this Agreement has been to be performed or complied with)with by it prior to or at the Closing, other than for inadvertent and insignificant failures. The Seller shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof.

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will be are subject to the fulfillment, at satisfaction or prior waiver (if permitted by applicable Law) in writing by the Party entitled to the Closing, benefit of such condition at the Closing of each of the following conditions, any of which may additional conditions (it being understood that all conditions to Closing shall be deemed to have been satisfied or waived in writing by from and after the Seller in its sole discretion:Closing): (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i) (Closing) of this Agreement; (b) (A) each of the representations and warranties of the Buyer set forth in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being will be true and correct (without giving effect to any materiality or in all material respects qualifications contained therein) as of the date hereof and as of the Closing (except for such representations and warranties that are Date as though made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified 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 (Bii) 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 other representations agreements and warranties covenants of the Buyer set forth in ARTICLE V (Representations to be performed and Warranties of Buyer) of complied with by Buyer pursuant to this Agreement being true prior to the Closing Date shall have been duly performed and correct complied with in all material respects as (it being understood that failure to pay any amounts payable by or on behalf of the date hereof Buyer pursuant to, and as of the Closing (except for such representations and warranties that are made as of a specified datein accordance with, in which case such representations and warranties will Article II and/or Article III shall be true and correct in all respects on and as of the specified date), except in the case of this clause (B) where the failure of such representations and warranties deemed to be true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effectmaterial); and (c) Buyer shall have delivered the Buyer having delivered to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as to the matters items set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery to the Seller and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has been performed or complied with)3.3.

Conditions to Obligations of the Seller and the Company. The obligations of each of the Seller and the Company to consummate the transactions contemplated by this Agreement will be are subject to the fulfillment, satisfaction at or prior to before the Closing, Closing of each and every one of the following conditions, any of which may be waived in writing by the Seller in its sole discretionconditions precedent: (a) the Buyer delivering to Deposit Escrow Agent the amounts set forth in Section 2.3(b)(i) (Closing) of this Agreement; (b) (A) each of the The representations and warranties of the Buyer Purchaser set forth in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.3(a)(i) and Section 5.3(a)(ii) (No Conflict), and Section 5.8 (Buyer’s Brokers) of this Agreement being true and correct in all respects as of the date hereof and as of the Closing (except for such representations and warranties that are made as of a specified date, in which case such representations and warranties will Article 5 shall each be true and correct in all material respects on (ignoring any reference to material adverse effect or other materiality qualifications contained in such representation and as of the specified datewarranty) and (B) each of the other representations and warranties of the Buyer set forth in ARTICLE V (Representations and Warranties of Buyer) of this Agreement being true and correct in all respects as of the date hereof and as of the Closing (except for such representations Date with the same force and warranties that are effect as though made as of a specified date, in which case such representations and warranties will be true and correct in all respects on and as of the specified date), except in the case of this clause (B) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect; and (c) the Buyer having delivered to the Seller and the Company a certificate, signed by an authorized officer of the Buyer and dated as of the Closing Date, certifying as except to the matters set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof, which, upon delivery to the Seller and the Company, will be deemed to satisfy the conditions set forth in Section 7.2(b) (Conditions to Obligations of the Seller and the Company) hereof solely for purposes of this Section 7.2 (Conditions to Obligations of the Seller and the Company) (but not for purposes of determining whether extent that any representation or warranty is limited by its terms to a specific date or range of dates (in this Agreement was which case such representation and warranty need only be true and correct as of any particular on the date or whether any agreement or covenant during the range of dates so specified). (b) The Purchaser shall have performed and complied in all material respects with all of the agreements and covenants required by under this Agreement has been to be performed or complied withwith by it before or at the Closing. (c) The Purchaser shall have delivered to the Company a certificate, executed by a duly authorized officer of the Purchaser in his or her capacity as such, certifying that the conditions specified in Sections 7.2(a) and (b) have been fulfilled. (d) There shall not be in force any order, judgment, injunction, stipulation, award or decree by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby and no action, suit, claim or proceeding shall have been instituted or threatened or claim or demand made against the Seller, the Company or the Purchaser seeking any of the foregoing. (e) All applicable waiting periods (and any extensions thereof) under the HSR Act and each applicable Non-US Competition Law shall have expired or otherwise been terminated. (f) The relevant parties to each of the Transaction Documents (other than the Company or the Seller) shall have entered into such Transaction Documents and (but for execution and/or delivery of such Transaction Documents by the Company or the Seller) such Transaction Documents shall be in full force and effect. (g) The Purchaser shall have paid to the Escrow Agent one-half of the Escrow Agent’s administration fee. (h) The Transfer Road Property shall have been transferred to the Seller, an Affiliate of the Seller, or another Person (other than any Acquired Company).