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

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the sale and purchase of the Purchased Shares shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Purchaser contained in ARTICLE III of this Agreement (i) that are qualified by materiality shall be true and correct in all respects, and (ii) that are not qualified by materiality, shall be true and correct in material respects, in each case of (i) and (ii), as of the date of this Agreement and as of the Closing (except for representations and warranties that expressly speak as of a specified date, in which case as of such specified date). (b) The Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement that are required to be performed or complied with by them at or prior to the Closing.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate sell and transfer the sale and purchase of the Purchased Shares shall be Subject Securities as contemplated by this Agreement is subject to the satisfaction satisfaction, on or waiver (where permissible), at or prior to before the ClosingClosing Date, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) The representations and warranties of the Purchaser contained in ARTICLE III Article IV of this Agreement shall have been true and correct in all material respects (i) that are or, if qualified by materiality shall be materiality, true and correct in all respects, and (ii) that are not qualified by materiality, shall be true and correct in material respects, in each case of (i) and (ii), as of on the date of this Agreement and on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified an earlier date, in which case on and as of such specified date). (b) The Purchaser shall have performed and complied in all material respects with all all, and not be in breach or default in any material respect under any, agreements, covenants covenants, conditions and conditions obligations contained in this Agreement that are required to be performed or complied with by them at the Purchaser on or prior before the Closing Date. (c) All corporate and other actions required to be taken by the ClosingPurchaser in connection with the purchase of the Subject Securities shall have been completed.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the sale and purchase of the Purchased Shares shall be transactions contemplated by this Agreement are subject to the satisfaction or waiver (where permissible), if permitted by applicable Law) at or prior to the Closing, Closing of each of the following additional conditions: (a) The the representations and warranties of the Purchaser contained Buyer set forth in ARTICLE III of this Agreement will be true and correct in all material respects (i) provided that are qualified by any representation or warranty of the Buyer contained herein that is subject to a materiality or similar qualification shall be true and correct in all respects, and (ii) that are not qualified by materiality, shall be true and correct in material respects, in each case of (i) and (ii), as of the date of this Agreement Closing Date as though made on and as of the Closing Date (except for to the extent such representations and warranties that expressly speak as of a specified date, in which case as of such specified an earlier date).; (b) The Purchaser shall have each of the agreements and covenants of the Buyer to be performed and complied with by the Buyer pursuant to this Agreement prior to or as of the Closing Date will have been duly performed and complied with in all material respects with all agreements, covenants and conditions contained in this Agreement that are required to be performed or complied with by them at or prior respects; and (c) the Buyer will have delivered to the ClosingSeller the items required by Section 3.3.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the sale transactions contemplated by Sections 1.1(a) and purchase of the Purchased Shares shall be 1.1(b) is subject to the satisfaction satisfaction, or waiver (where waiver, if permissible), at or in writing by the Seller, prior to or at the Closing, of each of the following conditions: (ai) The representations and warranties of the Purchaser contained in ARTICLE Article III of this Agreement (i) that are qualified by materiality shall be true and correct in all respects, and (ii) that are not qualified by materiality, shall be true and correct in material respects, in each case of (i) and (ii), respects as of the date of this Agreement Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified specific date, in which case representations and warranties shall be true as of such specified specific date).; (bii) The Purchaser shall have performed in all material respects all obligations and complied in all material respects with all agreements, covenants and conditions contained in required by this Agreement that are required to be performed or complied with by them it at or prior to the Closing; and (iii) The Purchaser shall have delivered to the Seller a signed certificate of a representative of the Purchaser, dated the Closing Date to the effect of the foregoing clauses (i) and (ii).

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate complete the sale Closing and purchase of otherwise to effect the Purchased Shares transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of each Closing of the following additional conditions, compliance with which or the occurrence of which may be waived, in whole or in part, by the Seller: (a) The representations and warranties of the Purchaser Buyer contained in ARTICLE III of this Agreement (i) that are qualified by as to materiality shall be true and correct, and representations and warranties of the Buyer contained in this Agreement that are not so qualified shall be true and correct in all respects, and (ii) that are not qualified by materiality, shall be true and correct in material respects, in each case of (i) and (ii)case, as of at the date of this Agreement time made and as of the Closing (except for representations Date as if made at and warranties that expressly speak as of a specified date, in which case as of such specified date).time; (b) The Purchaser Buyer shall have performed and complied in all material respects with all agreements, agreements and covenants and conditions contained in this Agreement that are required to be performed or complied with by them the Buyer under this Agreement at or prior to the Closing; and (c) The Buyer shall have delivered or caused to be delivered to the Seller each of the documents specified in SECTION 11.2.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate effect the sale and purchase of transactions to be effected by it at the Purchased Shares Closing shall be subject to the satisfaction satisfaction, or waiver (where permissible)waiver, at on or prior to the Closing, of each Closing Date of the following further conditions: (a) The Buyer’s Obligations Performed. The Buyer shall have performed in all material respects its obligations under this Agreement required to be performed by them on or prior to the Closing Date; (b) The Buyer’s Representations and Warranties True. Each of the representations and warranties of the Purchaser Buyer contained in ARTICLE III of this Agreement (i) which is qualified as to materiality shall be true and correct and each such representation and warranty that are is not so qualified by materiality shall be true and correct in all respects, and (ii) that are not qualified by materiality, shall be true and correct in material respects, respects in each case of (i) and (ii), as of the date of this Agreement hereof and at and as of the Closing Date as if made at and as of such date (except for representations and warranties that expressly speak stated herein to be applicable solely as of to a specified date, in date which case were true and correct as of such specified date). (b) The Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement that are required to be performed or complied with by them at or prior to the Closing.; and