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 transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made and 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 the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The 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 prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; and (b) Buyer shall have delivered to Seller all of the deliverables set forth in Section 2.2(b).

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made as of the date of this Agreement and 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 effectBuyer Material Adverse Effect” set forth thereinherein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. Buyer Material Adverse Effect. (b) The Buyer shall have performed in all material respects its obligations and agreements and complied in all material respects with all its covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. . (c) The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentencesSections 6.2(a) and 6.2(b), signed by a duly authorized officer thereof; and. (bd) Buyer The Seller shall have delivered to Seller all received an executed counterpart of each of the deliverables set forth in Section 2.2(b)Ancillary Agreements to which the Buyer or an Affiliate of the Buyer is a party, signed by each party other than the Seller or any of its Affiliates.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement Transactions 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 representations and warranties of the Buyer contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Transactions shall be true and correct both when made and 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 effectBuyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the BuyerBuyer Material Adverse Effect. The Buyer shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it the Buyer prior to or at the Closing. The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (b) Buyer The Seller shall have delivered to Seller all received an executed copy of each of the deliverables set forth documents listed in Section 2.2(b2.7(c).

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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: (ai) The representations and warranties of the Buyer contained in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct in all material respects both when made and 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 in all material respects as of such specified datedate (in each case, 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 effectMaterial Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer). The Buyer shall have performed all obligations and agreements and complied in all material respects 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 Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (bii) The Seller shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Seller, and Buyer shall have delivered to Seller all each of the deliverables set forth in items to be delivered under Section 2.2(b2(g)(iii).

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement the Transaction Documents shall be true and correct both when made and 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 the aggregate, reasonably be expected to have a material materially adverse effect with respect to the Buyerability of the Buyer to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. The Buyer shall have performed in all material respects 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 prior to or at the Closing. The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (b) Buyer The Seller shall have delivered to Seller all received an executed counterpart of each of the deliverables set forth in Section 2.2(bAncillary Agreements (other than the Transition Services Agreement), signed by each Party other than the Seller.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, satisfaction or fulfillment at or prior to the Closing, of each Closing of the following conditions, conditions any of which may be waived in writing whole or in part by the Seller in its sole discretionwriting: (a) The All representations and warranties of the Buyer Purchaser contained in this Agreement shall be true and correct both when made in all material respects at and as of the Closing Date, or in with the case of same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that are is expressly made as of a specified date, such representations and warranties which shall be true and correct in all material respects as of such specified date, except where the failure to be so true and correct date only). (without giving effect to any limitation or qualification as to “materiality” (including the word “material”b) or “material adverse effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The Buyer Purchaser shall have performed all obligations and agreements and complied in all material respects with all the covenants and conditions agreements required by this Agreement to be performed or complied compiled with by it at or prior to or at the Closing. The Sellers . (c) There shall have received from the Buyer a certificate certifying the statements set forth be in the preceding sentences, signed effect no Law or injunction issued by a duly authorized officer thereof; andcount of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (bd) Buyer The Purchaser shall have delivered to the Seller cash in an amount equal to the Purchase Price, as adjusted, and all of the deliverables set forth in certificates, instruments and other documents required to be delivered by the Purchaser at or prior to the Closing pursuant to Section 2.2(b)2.3(c) and Sections 6.15 through 6.20 hereof.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment, satisfaction of the following further conditions: (i) each of the Buyer and Acquisition Sub shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the ClosingClosing Date, (ii) the representations and warranties of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) The representations Buyer and warranties of the Buyer Acquisition Sub contained in this Agreement as of the date hereof shall be true and correct both when made in all material respects (or in all respects for any representation and warranty qualified as to materiality or material adverse effect) as of the date hereof and at and as of the Closing Date, or in the case of representations Date as if made at 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 date and (iii) 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 the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The 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 prior to or at the Closing. The Sellers Seller shall have received from a certificate signed by the Chief Executive Officer of each of the Buyer a certificate certifying and Acquisition Sub to the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; andforegoing effect. (b) Since the date of this Agreement, no material adverse effect on the condition (financial or otherwise) or results of operations of the Buyer shall have delivered occurred and be continuing; provided, however, that in the event that the Seller, in accordance with Section 2.06(a), elects to Seller all receive the Purchase Price entirely in the form of the deliverables set forth in Section 2.2(b)Cash Consideration, then this Closing condition shall be deemed to be satisfied. (c) The Purchase Price, net of any Purchase Price Adjustment, shall be at least $2,250,000.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement Article IV shall be true and correct both when made and 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 effectBuyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the BuyerBuyer Material Adverse Effect. The Buyer shall have performed in all material respects 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 prior to or at the Closing. The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (b) Buyer The Seller shall have delivered to Seller all received an executed counterpart of each of the deliverables set forth in Section 2.2(b)Ancillary Agreements Executed on the Closing Date, signed by each party other than the Seller.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate effect the transactions contemplated by this Agreement shall be is further subject to the fulfillment, at or prior to the Closing, satisfaction of each of the following conditions, any of which may be unless waived in writing by the Seller in its sole discretionSeller: (a) The representations and warranties of the Buyer Purchaser contained in Article 4 of this Agreement, without regard to any amendment of or supplement to the Seller Disclosure Schedule since the date of this Agreement and prior to Closing, shall have been true and correct in all material respects (except those representations and warranties qualified by "materiality" and those shall be true and correct both in all respects) when made and shall be true and correct in all material respects (except those representations and warranties qualified by "materiality" and those shall be true and correct in all respects) as of the Closing DateClosing, or in with the case of same force and effect as if made at the Closing, except that representations and warranties that which are made as of a specified date, such representations and warranties shall specific date need only 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”b) or “material adverse effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The Buyer Purchaser shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions agreements required by this Agreement to be performed or complied with by it under this Agreement at or prior to or at the Closing. . (c) The Sellers Seller shall have received from an executive officer of the Buyer Purchaser a certificate certifying certificate, to the statements effect that the conditions set forth in the preceding sentences, signed by a duly authorized officer thereof; and (bSections 6.3(a) Buyer shall and 6.3(b) above have delivered to Seller all of the deliverables set forth in Section 2.2(b)been satisfied.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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 and Seller Parent in its their sole discretion: (a) The representations and warranties of the Buyer contained in Article IV of this Agreement shall be true and correct both when made and 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 (A) in the case of Buyer Fundamental Representations, for de minimis inaccuracies and (B) in the case of all other representations and warranties of the Buyer contained in Article IV of this Agreement, 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 the aggregate, reasonably be expected to have has not had a material adverse effect with respect to the Buyer. Buyer Material Adverse Effect. (b) The Buyer shall have performed all obligations and agreements and complied in all material respects with performed all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly . (c) An authorized officer thereof; and (b) of the Buyer shall have executed and delivered to the Seller all of a certificate as to compliance with the deliverables conditions set forth in Section 2.2(b7.2(a) and Section 7.2(b). (d) The Seller shall have received each of the items and documents required to be delivered pursuant to Section 2.10.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate effect the transactions sale of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) Each of Parent and the Buyer shall have performed in all material respects its covenants and agreements contained in this Agreement which are required to be performed on or prior to the Closing Date; (b) The Parent and Buyer shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement which are required to be performed and complied with by the Seller on or prior to the Closing Date and the representations and warranties of the Buyer contained Seller which are set forth in this Agreement shall be true and correct both when made in all material respect (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statements shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, Date as though made at and as of the Closing Date (except to the extent that any such representation or in the case of representations and warranties that are made warranty speaks as of a specified particular date, in which case such representations representation and warranties warranty 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”c) or “material adverse effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The 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 prior to or at the Closing. The Sellers Seller shall have received certificates from authorized officers of Parent and the Buyer a certificate certifying Buyer, dated the statements Closing Date, to the effect that, to the best of such officers' knowledge, the conditions set forth in the preceding sentences, signed by a duly authorized officer thereofSections 8.3(a) and (b) have been satisfied; and (bd) Buyer Seller shall have received the other items to be delivered pursuant to Seller all of the deliverables set forth in Section 2.2(b)4.4.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be Closing is subject to the fulfillment, satisfaction (or the waiver by the Seller in its sole and absolute discretion) of the following further conditions: (i) (A) the Purchaser shall have performed in all material respects all of its covenants and obligations under this Agreement that are required to be performed by it at or prior to the Closing, of each of ; (B) 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 Buyer contained Purchaser set forth in this Agreement Article 5 that are qualified by materiality shall be true and correct both when made and so qualified in all respects as of the Closing Date, or in except the case of representations and warranties that are extent expressly made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date, except where ; (C) the failure to representations and warranties of the Purchaser set forth in Article 5 that are not qualified by materiality or Material Adverse Effect shall 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 material adverse effect with respect to the Buyer. The Buyer shall have performed all obligations and agreements and complied in all material respects with all covenants as of the Closing Date, except to the extent expressly made as of a specified date, in which case the representations and conditions required by this Agreement to warranties shall be performed or complied with by it prior to or at true and correct as of such date; and (D) the Closing. The Sellers Seller shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by an officer of the Purchaser to the foregoing effect; (ii) there shall not be in effect a duly authorized officer thereoffinal, non-appealable order or decree entered by a Governmental Authority that permanently enjoins, restrains, or otherwise prohibits the consummation of the Contemplated Transactions; and (biii) Buyer the Purchaser shall have executed and delivered to Seller all of the deliverables set forth in Section 2.2(b)Seller, on or before the Closing Date, the Transaction Documents that are required to be executed by the Seller.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement Article IV shall be true and correct both when made and 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 effectBuyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. Buyer Material Adverse Effect. (b) The Buyer shall have performed in all material respects 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 prior to or at the Closing. . (c) The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentencesSection 6.2(a) and 6.2(b), signed by a duly authorized officer thereof; and (b) Buyer shall have delivered to Seller all of the deliverables set forth in Section 2.2(b).

Conditions to Obligations of the Seller. The obligations of Seller’s obligation to sell the Seller to consummate the transactions contemplated by this Agreement shall be Receivable is subject to the fulfillment, at reasonable satisfaction or waiver by Seller of the following conditions prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretionPurchase Date: (ai) The the representations and warranties of the Buyer Purchaser contained in this Agreement shall be true and correct both when made in all material respects; (ii) Purchaser shall be in compliance with each term, covenant and as other provision of this Agreement applicable to Purchaser in all material respects; (iii) Seller shall have received a certificate of the Closing Date, Secretary or Assistant Secretary of Purchaser substantially in the case form attached as Exhibit G, certifying the names and true signatures of representations the incumbent officers authorized on behalf of Purchaser to execute and warranties that are made as of a specified date, such representations deliver this Agreement and warranties shall be true and correct as of such specified date, except where the failure any other documents to be so true executed or delivered by it hereunder, together with its Organizational Documents and correct board resolutions, evidencing necessary organizational action and governmental approvals, if any, necessary for Purchaser to execute, deliver and perform its obligations under this Agreement; (without giving effect iv) no Insolvency Event with respect to any limitation or qualification as Purchaser shall have occurred and be continuing; (v) no event shall exist on the Purchase Date that would give rise 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 material adverse effect an Event of Repurchase with respect to the Buyer. The 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 prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereofReceivable; and (bvi) Buyer Seller shall have delivered to Seller all received a duly executed copy of the deliverables set forth in Section 2.2(b)Confidentiality Agreement.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement Article IV shall be true and correct both when made and as of the Closing Date, or 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 effectBuyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the BuyerBuyer Material Adverse Effect. The Buyer shall have performed in all material respects 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 prior to or at the Closing. The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (b) Buyer The Seller shall have delivered to Seller all received an executed counterpart of each of the deliverables set forth in Section 2.2(b)Ancillary Agreements, signed by each party other than the Seller.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be Closing is subject to the fulfillment, at or prior to the Closing, fulfillment of each of the following conditions, any of which may be conditions (except to the extent waived in writing by the Seller in its sole discretion:): (a) The the representations and warranties of the Buyer Purchaser contained in this Agreement (other than the Purchaser Fundamental Representations) disregarding all qualifications contained herein relating to materiality or Purchaser Material Adverse Effect shall be true and correct both when made correct, in each case on and as of the date hereof and as of the Closing DateDate as though made at each such date (except, or in the case of either case, for such representations and warranties that which by their express provisions are made as of a specified an earlier date, in which case, as of such earlier date), except to the extent that the failure of such representations and warranties shall to 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 the aggregate, reasonably be expected to have a material adverse effect with respect to Purchaser Material Adverse Effect; provided, that the Buyer. The Buyer Purchaser Fundamental Representations shall have performed all obligations be true and agreements and complied correct in all material respects (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date; (b) the Purchaser shall have performed and complied, in all material respects, with the agreements, covenants and conditions obligations required by this Agreement to be performed or complied with by it prior to the Purchaser at or at before the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; and (b) Buyer shall have delivered to Seller all of the deliverables set forth in Section 2.2(b).;

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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: (ai) The Buyer Fundamental Representations shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, or in the case of any of such representations and warranties that are expressly made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date; and (ii) the other representations and warranties of the Buyer contained in this Agreement Article IV shall be true and correct both when as of the Closing Date as though made on and as of the Closing Date, or in the case of representations and warranties that are expressly 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 effectBuyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect with respect to the BuyerBuyer Material Adverse Effect. The Buyer shall have performed in all material respects 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 prior to or at the Closing. The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (b) Buyer The Seller shall have delivered to Seller all received an executed counterpart of each of the deliverables set forth in Ancillary Agreements, signed by each party thereto other than the Seller. (c) The Seller shall have received all items required to be delivered by the Buyer pursuant to Section 2.2(b)2.3(b) at or prior to the Closing.

Conditions to Obligations of the Seller. The obligations --------------------------------------- of the Seller to consummate the transactions contemplated by this Agreement Transactions 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 representations and warranties of the Buyer contained in this Agreement or any Ancillary Agreement or any certificate required to be delivered pursuant hereto shall be true and correct both when made and 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” "Material Adverse Effect" or "Material Adverse Change" set forth therein) would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyermaterial. The Buyer shall have performed all obligations and agreements and complied complied, in each case in all material respects respects, 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 Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and (b) Buyer shall have delivered to Seller all of the deliverables set forth in Section 2.2(b).

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment (or written waiver by the Seller) at or prior to the Closing, of each Closing of the following additional conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) The Buyer shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement required to be performed and complied with by it on or prior to the Closing Date. (b) The representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made correct, without giving effect to any materiality qualifications therein, on and as of the Closing Date, or in Date with the case of representations same force and warranties that are effect as if made on and as of a specified date, the Closing Date (except to the extent such representations and warranties shall be have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct only as of such specified earlier date), except where the failure any failures of such representations and warranties 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 notcorrect, individually or in the aggregate, reasonably be expected would not materially impair or delay the Buyer’s ability to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. (c) The Seller Required Regulatory Approvals shall have become Final Orders, and no such Final Orders shall impose terms and conditions which would have a material adverse effect with respect to the Buyer. Material Adverse Effect. (d) The Buyer shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement delivered or caused to be performed or complied with delivered all items required to be delivered by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; and (b) Buyer shall have delivered Seller pursuant to Seller all of the deliverables set forth in Section 2.2(b)4.4.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate effect the transactions contemplated by this Agreement shall purchase and sale of the Shares and the other actions to be taken hereunder at the Closing are further subject to the fulfillment, at satisfaction or waiver by the Seller on or prior to the Closing, of each Closing 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 Buyer contained set forth in this Agreement shall be true and correct both when made as of the date hereof and as of the Closing Date, or in Date as though made on and as of the case of Closing Date (except that those representations and warranties that are made which address matters only as of a specified date, such representations and warranties the date hereof or other particular date shall be true and correct only as of the date hereof or other such specified particular date), except where the failure of such representations and warranties to be so true and correct as of the Closing Date (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “material adverse effectBuyer Material Adverse Effect” set forth contained therein) would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect Buyer Material Adverse Effect; and the Seller shall have received a certificate signed on behalf of the Buyer by an executive officer of the Buyer to the Buyer. such effect. (b) The Buyer shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions obligations required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the Closing. The Sellers Closing Date, and the Seller shall have received from a certificate signed on behalf of the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized an executive officer thereof; and (b) Buyer shall have delivered to Seller all of the deliverables set forth in Section 2.2(b)Buyer to such effect.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions to be consummated at the Closing is subject to the satisfaction (or waiver by the Seller) of the following conditions: (a) the representations and warranties of the Buyer set forth in Article IV that are qualified as to materiality shall be true and correct and all other representations and warranties of the Buyer set forth in Article IV shall be true and correct in all material respects, in each case as of the Closing Date as if made as of the Closing Date, except (i) for changes contemplated or permitted by this Agreement and (ii) for those representations and warranties that address matters only as of a particular date, which representations and warranties shall be true and correct in all material respects as of such date (other than those that are qualified as to materiality, which shall be true and correct as of such date); (b) the Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing; (c) (i) no action, suit or proceeding brought by a Governmental Authority seeking to prevent consummation of the transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made and 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 the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The 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 prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; and (b) Buyer shall have delivered to Seller all of the deliverables set forth in Section 2.2(b).pending;

Conditions to Obligations of the Seller. The obligations of the Seller to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of the Seller, to the fulfillment, at satisfaction by Buyer or prior to the Closing, of each waiver by Seller of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) The Buyer shall have furnished Seller with a certified copy of all necessary corporate action on its behalf approving its execution, delivery and performance of this Agreement. (b) All representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made in all material respects at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, if such representations and warranties shall be true were made at and correct as of such specified datethe Closing, except where for changes contemplated by the failure to be so true terms of this Agreement, 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 material adverse effect with respect to the Buyer. The Buyer shall have performed all obligations and agreements and complied satisfied in all material respects with all covenants and conditions agreements required by this Agreement to be performed and satisfied by Buyer at or complied with by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (bc) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Seller) shall be pending or threatened before any Governmental Authority seeking to restrain Seller, prohibit the Closing or seeking Damages against Seller as a result of the consummation of this Agreement. (d) Buyer shall have delivered the items required to Seller all of the deliverables be delivered as set forth in Section 2.2(b)SECTION 2.03 hereof.

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following additional conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) The the representations and warranties of the Buyer contained set forth in this Agreement shall be true and correct both when made and as of the Closing Date, or in ; (b) 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 the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The Buyer shall have performed all obligations and or complied with its 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 as of or prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; andClosing Date; (bc) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Buyer shall have delivered to the Seller all the Buyer Certificate; and (e) the Seller shall have received such other certificates and instruments (including certificates of good standing of the deliverables set forth Buyer in Section 2.2(b)its jurisdiction of organization, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall to be performed at the Closing are subject to the fulfillment, at satisfaction or prior to the Closing, of each fulfillment of the following conditionsconditions precedent, any of which may be waived in whole or in part in writing by the Seller in its sole discretionSeller: (a) The the Purchaser shall have delivered, or caused to be delivered, all of the items required by Section ‎4.3; (b) all representations and warranties of the Buyer contained Purchaser set forth in ‎Article V of this Agreement or in any document delivered pursuant hereto, without regard to any qualification or limitation with respect to materiality, shall be true and correct both when made and as of the Closing Date, or in the case Date as if made on and as of such date (except for representations and warranties that are made as of a specified specific date, such representations and warranties which shall be true and correct as of such specified date), except where the failure of such representations and warranties 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 has not had a material adverse effect with respect to the BuyerPurchaser Material Adverse Effect. The Buyer Purchaser shall have performed all obligations and agreements and or complied in all material respects with all covenants and conditions required agreements contemplated by this Agreement to be performed by the Purchaser at or complied with by it prior to or at the Closing Date. With respect to the Closing. The Sellers shall , the Seller will have received from the Buyer a certificate certifying attesting to the statements matters set forth in this Section ‎9.3(b), duly executed by the preceding sentences, signed by a duly authorized officer thereofPurchaser; and (bc) Buyer Seller shall have delivered received evidence reasonably acceptable to the Seller all of that the deliverables set forth in Section 2.2(bPurchaser and its Affiliates are not “Permit blocked” and shall not have received notice from any federal, state or local Governmental Agency that any such party is ineligible to receive any Mining Permits (or under investigation regarding the same).

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate effect the transactions contemplated by this Agreement shall be is further subject to the fulfillment, at or prior to the Closing, satisfaction of each of the following conditions, any of which may be unless waived in writing by the Seller in its sole discretionSeller: (a) The representations and warranties of the Buyer Purchaser contained in Article 3 of this Agreement, without regard to any amendment of or supplement to the Seller Disclosure Schedule since the date of this Agreement and prior to Closing, shall have been true and correct in all material respects (except those representations and warranties qualified by "materiality" and those shall be true and correct both in all respects) when made and shall be true and correct in all material respects (except those representations and warranties qualified by "materiality" and those shall be true and correct in all respects) as of the Closing DateClosing, or in with the case of same force and effect as if made at the Closing, except that representations and warranties that which are made as of a specified date, such representations and warranties shall specific date need only 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”b) or “material adverse effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The Buyer Purchaser shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions agreements required by this Agreement to be performed or complied with by it under this Agreement at or prior to or at the Closing. . (c) The Sellers Seller shall have received from an executive officer of the Buyer Purchaser a certificate certifying certificate, to the statements effect that the conditions set forth in the preceding sentences, signed by a duly authorized officer thereof; and (bSections 5.3(a) Buyer shall and 5.3(b) above have delivered to Seller all of the deliverables set forth in Section 2.2(b)been satisfied.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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: (ai) The Fundamental Representations of the Buyer shall be true and correct in all respects and (ii) the other representations and warranties of the Buyer contained in this Agreement ARTICLE V shall be true and correct both when made as of the date of this Agreement and as of the Closing DateDate as if made on and as of such 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 effectBuyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. Buyer Material Adverse Effect. (b) The Buyer shall have performed in all material respects 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 prior to or at the Closing. . (c) The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentencesSection 7.2(a) and Section 7.2(b), signed by a duly authorized officer thereof; and. (bd) Buyer The Seller shall have delivered to Seller all received from the Buyer the final form of the deliverables set forth in Section 2.2(b)R&W Insurance Policy, effective as of the Closing.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, satisfaction or fulfillment at or prior to the Closing, of each Closing of the following conditions, any of which may be waived in writing whole or in part by the Seller in its sole discretionwriting: (a) The all representations and warranties of the Buyer Purchaser contained in this Agreement shall be true and correct both when made in all material respects at and as of the Closing Date, or in with the case of same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that are is expressly made as of a specified date, such representations and warranties which shall be true and correct in all material respects as of such specified date, except where the failure to be so true and correct date only). (without giving effect to any limitation or qualification as to “materiality” (including the word “material”b) or “material adverse effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The Buyer Purchaser shall have performed all obligations and agreements and complied in all material respects with all the covenants and conditions agreements required by this Agreement to be performed or complied with by it at or prior to or at the Closing. The Sellers . (c) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have received from the Buyer a certificate certifying the statements set forth expired or otherwise been terminated. (d) There shall be in the preceding sentences, signed effect no Law or injunction issued by a duly authorized officer thereof; andcourt of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (be) Buyer The Purchaser shall have delivered to the Seller the Cash Payment, and all of the deliverables set forth in certificates, instruments and other documents required to be delivered by the Purchaser at or prior to the Closing pursuant to Section 2.2(b)3.3 hereof. (f) The NYT Board Approval shall have been obtained.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be hereby are further subject to the fulfillment, satisfaction (or waiver by the Seller) at or prior to the Closing, of each Closing of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) The representations and warranties the Fundamental Representations of the Buyer Purchaser contained in this Agreement Article V shall be true and correct both when made in all material respects as of the date hereof and as of the Closing Dateas though made at and as of such time or, or in the case of representations and warranties that are made as of a specified specific date, as of such date; (b) the representations and warranties of the Purchaser contained in Article V (other than the Fundamental Representations) shall be true and correct (determined without regard to any materiality, Purchaser Material Adverse Effect, or similar qualification) as of the date hereof and as of the Closing as though made at and as of such specified time or, in the case of representations and warranties made as of a specific date, as of such date, except where the any such failure of such representations and warranties 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 constitute or result in a material adverse effect with respect to Purchaser Material Adverse Effect; (c) the Buyer. The Buyer Purchaser shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions its obligations hereunder required by this Agreement to be performed or complied with by it at or prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; and (bd) Buyer the Purchaser shall have delivered delivered, or caused to be delivered, to the Seller all of the deliverables set forth items identified in Section 2.2(b)8.3.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, satisfaction or fulfillment at or prior to the Closing, of each Closing of the following conditions, any of which may be waived in writing whole or in part by the Seller in its sole discretionwriting: (a) The All representations and warranties of the Buyer Purchaser contained in this Agreement shall be true and correct both when made in all material respects at and as of the Closing Date, or in with the case of same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that are is expressly made as of a specified date, such representations and warranties which shall be true and correct in all material respects as of such specified date, except where the failure to be so true and correct date only). (without giving effect to any limitation or qualification as to “materiality” (including the word “material”b) or “material adverse effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The Buyer Purchaser shall have performed all obligations and agreements and complied in all material respects with all the covenants and conditions agreements required by this Agreement to be performed or complied with by it at or prior to or at the Closing. The Sellers 47 (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have received from the Buyer a certificate certifying the statements set forth expired or otherwise been terminated. (d) There shall be in the preceding sentences, signed effect no Law or injunction issued by a duly authorized officer thereof; andcourt of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (be) Buyer The Purchaser shall have delivered to the Seller the Cash Payment and all of the deliverables set forth in certificates, instruments and other documents required to be delivered by the Purchaser at or prior to the Closing pursuant to Section 2.2(b)3.3 hereof. (f) The FCC shall have granted its consent to the FCC Applications.

Conditions to Obligations of the Seller. The obligations of the Seller and Shareholder to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (b) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be subject in effect); (d) the Purchaser shall have delivered to Seller and Shareholder a certificate (without qualification as to knowledge or materiality or otherwise) to the fulfillmenteffect that each of the conditions specified above in Section 7.2(a)-(c) is satisfied in all respects; (e) the Seller shall have obtained the approval of its Board of Directors for the transactions contemplated by this Agreement; (f) the Seller and Shareholder shall have received from the Counsel for Purchaser, an opinion addressed to Seller and Shareholder and dated as of the Closing Date in form and substance attached hereto as Exhibit F; and (g) the Seller or Shareholder may waive any condition specified in this Section 7.2 if it executes a writing so stating 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 representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made and 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 the aggregate, reasonably be expected to have a material adverse effect with respect to the Buyer. The 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 prior to or at the Closing. The Sellers shall have received from the Buyer a certificate certifying the statements set forth in the preceding sentences, signed by a duly authorized officer thereof; and (b) Buyer shall have delivered to Seller all of the deliverables set forth in Section 2.2(b).

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement 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 representations and warranties of the Buyer contained in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct both when made and 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 including, without limitation, the word “material”) or “material adverse effectMaterial Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the BuyerBuyer Material Adverse Effect. The Buyer shall have performed all obligations and agreements and complied in all material respects 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 Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed by a duly authorized officer thereof; and. (b) The Seller shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Seller and its Subsidiaries. (c) Buyer shall have delivered to Seller all each of the deliverables documents set forth in Section 2.2(b)1.8(c) to Seller.

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement hereby 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 representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made and 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 “based on materiality” (, including the word terms “material” or “Material Adverse Effect”) shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date (except for such representations and warranties made as of a specified date which shall be true and correct as of such date), except where the facts, circumstances, changes or “material adverse effect” set forth therein) events that cause any such representation or warranty not to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to the BuyerBuyer Material Adverse Effect. The 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 in all material respects prior to or at the Closing. The Sellers Seller shall have received from the Buyer a certificate certifying to the statements effect set forth in the preceding sentences, signed on Buyer’s behalf by a duly authorized knowledgeable officer thereof; and (b) Buyer shall have delivered to Seller all . Except as otherwise specifically provided herein, the waiver of the deliverables any condition precedent set forth in this Section 2.2(b)6.2 shall not effect the rights of the Seller or the Seller Indemnified Parties under this Agreement.