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

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions shall be subject to the fulfillment or waiver of the Sellers’ Representative, at or prior to the Closing, of each of the following conditions: (a) the representations and warranties of Buyer contained in Article 6 shall have been true and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties shall be true and correct in all respects as of the date hereof and as of the Closing Date; (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment or waiver of the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions: (a) Other than the Fundamental Representations of the Buyer, the representations and warranties of the Buyer contained in Article 6 shall have been true this Agreement and correct in all material respects as of the date hereof Transaction Documents and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” certificate or similar references, such representations and warranties other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of the Buyer shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. The Seller shall have received a certificate signed by the Buyer, dated as of the Closing Date;, certifying with respect to the foregoing matters in this Section 10.3(a). (b) The Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, however, provided that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative . The Sellers shall have received a certificatecertificate signed by the Buyer, dated as of the Closing Date and signed by a duly authorized officer of BuyerDate, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered certifying with respect to the Seller pursuant to foregoing matters in this Section 3.210.3(b).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate close the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or waiver of by the Sellers’ Representative, Sellers at or prior to the Closing, of each Closing of the following conditions: (ai) The Buyer shall have performed or complied with its obligations, covenants and agreements contained in this Agreement (considered individually and collectively) required to be performed or complied with at or prior to the Closing; (ii) The representations and warranties of the Buyer contained in Article 6 this Agreement (considered individually and collectively) shall have been true be true, correct and correct in all material respects complete on and as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties shall be true and correct in all respects as of the date hereof on and as of the Closing DateDate with the same force and effect as if made on and as of the Closing Date (provided that representations and warranties which are confined to a specific date shall speak only as of such date); (biii) Buyer The Sellers shall have duly performed and complied received from the Buyer the deliveries referred to in all material respects with all agreementsSection 3.3; (iv) Each of the Sellers shall have received an opinion regarding the fairness, covenants and conditions required by this Agreement from a financial point of view, of the consideration to be performed received by each Seller and/or the interest holders of such Seller, in form and substance satisfactory to such Seller in each Seller’s sole discretion; and (v) No Law or complied with Order shall have been enacted, entered, promulgated, issued or enforced by it prior to any Governmental Authority of competent jurisdiction which prohibits, restrains, enjoins or on restricts the Closing Dateconsummation of the transactions contemplated hereby; provided, however, that, with respect that the parties shall use reasonable best efforts to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed cause any such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, Law or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required Order to be delivered to the Seller pursuant to Section 3.2vacated or lifted.

Conditions to Obligations of the Sellers. The obligations obligation of Sellers to effect the sale of the Sellers to consummate the Transactions Purchased Assets contemplated by this Agreement shall be subject to the fulfillment or waiver of the Sellers’ Representative, at on or prior to the Closing, of each Closing Date of the following additional conditions: (a) there shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in Article 6 this Agreement shall have been be true and correct in all material respects as of the date hereof and as of on the Closing DateDate (except, providedin each case, however, that, with respect to any those representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties materiality which shall be true and correct in all respects respects) as of the date hereof and as of the Closing Date; (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or though made on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer there shall have performed been delivered to Sellers a certificate to such agreementseffect, covenants dated the Closing Date and conditions, as signed on behalf of Buyer by an authorized officer of Buyer; and (b) each of the deliveries required to be made to Sellers pursuant to Section 4.3 shall have been so qualified, in all respectsdelivered; (c) the Sellers’ Representative Sale Order shall have received a certificatebeen entered and shall be in full force and effect, dated as of and all conditions contemplated by the Closing Date and signed Sale Order to consummate the transactions contemplated hereby shall have been satisfied or waived. Any condition specified in this Section 9.3 may be waived by a duly authorized officer of Buyer, the Sellers; provided that each of no such waiver shall be effective against the conditions Sellers unless it is set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, or caused writing executed by the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2Sellers.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the Transactions shall be transactions contemplated hereby is subject to the fulfillment or waiver of the Sellers’ Representativesatisfaction, at on or prior to the ClosingClosing Date, of each of the following conditionsconditions unless waived, in whole or in part, by the Seller Representative: (a) Each of the representations and warranties of Buyer contained set forth in Article 6 this Agreement that are qualified with respect to materiality shall have been each be true and correct in all respects as of the Closing Date as though made on and as of such time (other than such representations and warranties that are made as of another date, which shall be so true and correct as of such date), and each of the representations and warranties of Buyer set forth in this Agreement that are not qualified with respect to materiality shall be true and correct in all material respects as of the date hereof Closing Date as though made on and as of the Closing Date, provided, however, that, with respect to any such time (other than such representations and warranties that are qualified by materialitymade as of another date, “Buyer Material Adverse Effect,” or similar references, such representations and warranties which shall be so true and correct in all respects as of the date hereof and as such date). The Sellers shall have received a certificate signed on behalf of the Closing Date;Buyer by an executive officer of Buyer to such effect. (b) Buyer shall have duly performed and or complied with in all material respects with all agreements, obligations and covenants and conditions required by this Agreement to be have been performed or complied with by it under this Agreement and the other Transaction Documents at or prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer . The Sellers shall have performed received a certificate signed on behalf of Buyer by an executive officer of Buyer to such agreements, covenants and conditions, as so qualified, in all respects;effect. (c) the Sellers’ Representative shall have received a certificateAll documents, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, instruments or caused the delivery of, all the funds, certificates, instruments, agreements and other documents certificates required to be delivered to at the Seller Closing by Buyer pursuant to Section 3.22.2, and the payments to be made at the Closing pursuant to Section 1.4, shall have been delivered.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the Transactions shall Purchase (whether at the Closing) shall, except as hereinafter provided in this Section 6.3, be subject to the fulfillment or satisfaction or, to the extent permitted by Applicable Law, waiver of the Sellers’ Representative, at or prior to the ClosingClosing Date, of each of the following conditions: (a) the representations and warranties of Buyer Purchaser contained in Article 6 this Agreement and the Collateral Documents (considered collectively) and each of such representations and warranties (considered individually) shall have been be true and correct in all material respects as of the date hereof Effective Date and as of the Closing Date, provided, however, that, with respect the same force and effect as though made on and as of such dates (except to any the extent that such representations and warranties that are qualified by materialitymade as of a specific date, “Buyer Material Adverse Effect,” or similar references, in which case such representations and warranties shall be true and correct in all material respects as of the date hereof and as of the Closing Datesuch date); (b) Buyer Purchaser shall have duly performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with all agreementseach covenant, covenants and conditions required by this Agreement and the Collateral Documents to be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respectsClosing; (c) the Sellers’ Representative Company shall have received at the Closing, as the case may be, a certificate, dated as of certificate from Purchaser certifying the Closing Date and signed by a duly authorized officer of Buyer, that each satisfaction of the conditions set forth in Sections 9.3(a6.3(a) and 9.3(b) have been satisfied6.3(b), dated the Closing Date, and executed by an executive officer or member of Purchaser; and (d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents each document required to be delivered to by Purchaser at the Seller pursuant to Section 3.2Closing shall have been delivered.

Conditions to Obligations of the Sellers. The obligations of the Sellers under this Agreement to consummate the Transactions transactions contemplated hereby to be consummated at the Closing shall be subject to the fulfillment or waiver of the Sellers’ Representativesatisfaction, at or prior to the Closing, of each all of the following conditions, any one or more of which may be waived in writing at the option of the Sellers in their sole discretion: (a) the all representations and warranties of the Buyer contained in Article 6 IV of this Agreement shall have been true be true, complete and correct in all respects (with respect to representations and warranties qualified or limited by materiality) or in all material respects (with respect to representations and warranties not so qualified or limited), in each case when made and on and as of the date hereof Closing Date as if made on and as of the Closing Date, provided, however, that, with respect to other than any such representations and or warranties that are qualified by materialityexpressly speak only as of an earlier date, “Buyer Material Adverse Effect,” or similar references, such representations and warranties which shall be true true, complete and correct in all respects (with respect to representations and warranties qualified or limited by materiality) or in all material respects (with respect to representations and warranties not so qualified or limited), as of the date hereof and as of the Closing Datesuch earlier date; (b) The Buyer shall have duly performed executed and complied in delivered the documents required to be executed and delivered by it pursuant to Section 2.4(a) hereof; and (c) all material respects with all agreementsof the terms, covenants and conditions required by this Agreement to be performed or complied with and performed by it the Buyer on or prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) shall have been satisfied; and (d) Buyer shall have delivered, complied with or caused the delivery of, performed in all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2material respects.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions sale of the Shares shall be subject to the fulfillment satisfaction at or waiver prior to the Closing of each of the Sellers’ Representative, following conditions (unless satisfaction of any such condition is expressly waived in a writing delivered to Purchaser): (a) The Purchaser shall have performed or complied with in all material respects its agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing, of each of the following conditions:; (ab) the The representations and warranties of Buyer the Purchaser contained in Article 6 shall have been true and correct in all material respects this Agreement qualified as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties materiality shall be true and correct in all respects respects, and those not so qualified shall be true and correct in all material respects, as of the date hereof and of this Agreement (except in the case of any representation or warranty that by its terms is made solely as of the Closing Date; (b) Buyer shall have duly performed and complied in all material respects with all agreementsa specific date, covenants and conditions required by this Agreement to which need be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed accurate only as of such agreements, covenants and conditions, as so qualified, in all respectsdate); (c) Any waiting period applicable to the Sellers’ Representative sale and purchase of the Shares under the HSR Act or any other applicable antitrust Law shall have received a certificateterminated or expired; (d) No Law (whether temporary, dated as preliminary or permanent) shall have been enacted, entered, promulgated or enforced which prohibits, restrains, enjoins or restricts the consummation of the Closing Date sale and signed by a duly authorized officer of Buyer, that each purchase of the conditions set forth in Sections 9.3(aShares or any of the other transactions contemplated by this Agreement; (e) The Escrow Agent and 9.3(b) the Purchaser shall have been satisfiedexecuted and delivered to the Sellers the Escrow Agreement; and (df) Buyer The Purchaser shall have delivered, or caused the tendered delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Sellers and the Escrow Agent the amounts called for by Section 3.22.5.

Conditions to Obligations of the Sellers. The obligations obligation of each of the Sellers to consummate effect the Transactions shall be Closing is subject to the fulfillment satisfaction or waiver of the Sellers’ Representative, at or prior delivered to the Closing, Purchaser of each of the following conditions:conditions precedent: 886463.02-NYCSR06A - MSW (a) The representations and warranties of the Purchaser set forth in this Agreement and the Purchaser Documents that are qualified as to materiality shall be true and correct and the representations and warranties of Buyer contained in Article 6 shall have been true and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties Purchaser that are not qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties as to materiality shall be true and correct in all respects as of the date hereof and material respects, in each case, as of the Closing Date;as though made as of the Closing; provided that, to the extent that any such representation or warranty speaks as of a specified date, it need only be true and correct as of such date. (b) Buyer The Purchaser shall have duly performed and complied with in all material respects with all agreementsits agreements and covenants (in each case, covenants and conditions disregarding any materiality qualifiers contained therein) required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects;Closing. (c) the Sellers’ Representative The Purchaser shall have received a certificate, dated as of executed and delivered their respective Purchaser Documents and provided the Closing Date and signed by a duly authorized officer of Buyer, that each of Sellers the conditions set forth items listed in Sections 9.3(a) and 9.3(b) have been satisfied; andSection 9.2(b). (d) Buyer The Purchaser shall have deliveredwired the balance of the Purchase Price to be paid at the Closing to the Sellers. (e) The Monetary Lien Condition has been, or caused simultaneously with the delivery ofClosing will be, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2satisfied.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment or waiver of the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Buyer made by the Purchaser contained in Article 6 this Agreement that (i) are not qualified by material adverse effect shall have been be true and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, Date as though such representations and warranties were made on and as of such dates (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct in all material respects as of such date) except where the failure to be so true and correct would not reasonably be expected to have a material adverse effect and (ii) are qualified by material adverse effect shall be true and correct in all respects as of the date hereof and as of the Closing Date;Date as though such representations and warranties were made on and as of such dates (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct in all respects as of such date). (b) Buyer The Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects;. (c) The Purchaser shall have delivered to Sellers duly executed counterparts to the Sellers’ Representative Ancillary Agreements and such other documents and deliveries set forth in Section 2.03. (d) The Sellers shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyerthe Purchaser, that each of the conditions set forth in Sections 9.3(aSection 9.03(a) and 9.3(bSection 9.03(b) have been satisfied; and (d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment or waiver of the Sellers’ Representativefulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers in their sole discretion: (a) the The representations and warranties of Buyer the Buyers contained in Article 6 this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall have been be true and correct in all material respects as of the date hereof both when made and as of the Closing Date, provided, however, that, with respect to any or in the case of representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar referencesmade as of a specified date, such representations and warranties shall be true and correct in all respects as of the date hereof and as of the Closing Date; (b) Buyer such specified date. The Buyers shall have duly performed all obligations and agreements and complied in all material respects with all agreements, covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or on at the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative Closing. The Sellers shall have received a certificatecertificate from the Buyers to the effect set forth in the preceding sentences, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that or member thereof. (b) The Sellers shall have received each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents closing deliverables required to be delivered to by the Seller Buyers pursuant to Section 3.22.7(d). (c) The Sellers shall have received a duly executed copy of an agreement among Food of Love, Lxxxxxx, MSLO and Wxxxxxx Xxxxxx pursuant to which Wxxxxxx Xxxxxx will represent Lxxxxxx in the fields and for the period set forth therein (the “New Wxxxxxx Xxxxxx Agreement”).

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or waiver of in writing by the Sellers’ Representative, at or prior to the Closing, of each Representative in its sole discretion) of the following further conditions: (a) Each of the representations and warranties of the Buyer contained set forth in Article 6 this Agreement which are qualified as to materiality shall have been be true and correct in all respects and those not so qualified shall be true and correct in all material respects at and as of the date hereof of this Agreement and as of the Closing Date, provided, however, that, with respect to any Date (except for representations and warranties that which are qualified by materialityas of a specific date or which related to a specific period other than or not including the Closing Date, “Buyer Material Adverse Effect,” or similar referencesas the case may be, in which case such representations and warranties shall be true and correct, or true and correct in all respects material respects, as the case may be, as of the date hereof and as of the Closing Date;such date). (b) The Buyer shall have duly performed and or complied in all material respects with all agreementsobligations, covenants and conditions agreements required by this Agreement to be performed or complied with by it at or prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects;. (c) the Sellers’ Representative The Sellers shall have received a certificate, certificate dated as of the Closing Date and signed on behalf of the Buyer by a duly authorized an officer of Buyer, the Buyer to the effect that each of the conditions set forth in Sections 9.3(a8.3(a) and 9.3(b8.3(b) have been satisfied; and. (d) The Buyer shall have delivered, or caused executed and delivered to the delivery of, Sellers all the funds, certificates, instruments, agreements and other documents required to be executed and delivered by the Buyer to the Sellers pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller Sellers the Closing pursuant to Section 3.22.4(a)) and the Buyer shall have made the payments required to be made by the Buyer at the Closing pursuant to Section 2.4(a).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment or waiver of the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions: (a) the The representations and warranties of Buyer contained in Article 6 shall have been true this Agreement, the other Transaction Documents and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” certificate or similar references, such representations and warranties other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date;Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the Transactions sale of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment or waiver of the Sellers’ Representative, at or prior to the Closing, of each Closing of the following additional conditions: (a) the Buyer shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by the Buyer on or prior to the Closing Date (b) the representations and warranties of the Buyer contained which are set forth in Article 6 shall have been true this Agreement, the other Transaction Documents and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” certificate or similar references, such representations and warranties other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or material adverse effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or material adverse effect) on and as of the date hereof of this Agreement and on and as of the Closing Date; (b) Buyer shall have duly performed Date as though made at and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on as of the Closing Date; provided, however, that, with respect Date (except to agreements, covenants and conditions the extent that are qualified by materiality, any such representation or warranty speaks as of a particular date in which case the Buyer accuracy of such representation or warranty shall have performed such agreements, covenants and conditions, be determined as so qualified, of that specified date in all respects); (c) the Sellers’ Representative Sellers shall have received a certificatecertificate from an authorized officer of the Buyer, dated as of the Closing Date and signed by a duly authorized officer of BuyerDate, to the effect that each of the conditions set forth in Sections 9.3(aSection 8.3(a) and 9.3(bSection 8.3(b) have been satisfied; and (d) Buyer the Sellers shall have delivered, or caused received the delivery of, all the funds, certificates, instruments, agreements and other documents required items to be delivered to the Seller it pursuant to Section 3.24.3. Any condition specified in this Section 8.3 may be waived by the Sellers; provided that no such waiver shall be effective against the Sellers unless it is set forth in a writing executed by each Seller.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers Company to consummate the Transactions shall be Interim Merger is subject to the fulfillment satisfaction (or waiver of in writing by the Sellers’ Representative, at or prior to the Closing, of each Representative in its sole discretion) of the following further conditions: (a) Each of the representations and warranties of Parent and the Buyer contained set forth in Article 6 this Agreement that is qualified by materiality shall have been be true and correct at and as of the Closing Date as if made at and as of the Closing Date and each such representation and warranty that is not so qualified shall be true and correct in all material respects at and as of the date hereof Closing Date as if made at and as of the Closing Date, providedexcept, howeverin each case, that, with respect to any the extent that such representations and warranties that are qualified by materialityrefer specifically to an earlier date, “Buyer Material Adverse Effect,” or similar references, in which case such representations and warranties shall be have been true and correct in all respects as of the date hereof and as of the Closing Date;such earlier date. (b) Parent and the Buyer shall have duly performed and or complied in all material respects with all agreements, obligations and covenants and conditions required by this Agreement to be performed or complied with by it at or prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects;. (c) the Sellers’ Representative The Sellers shall have received a certificate, certificate dated as of the Closing Date and signed on behalf of Parent by a duly authorized an officer of Buyer, Parent to the effect that each of the conditions set forth in Sections 9.3(a6.3(a) and 9.3(b6.3(b) have been satisfied; and. (d) During the period from the date of this Agreement until the Closing, no event has occurred that has had, or would reasonably be expected to have, a Buyer Material Adverse Effect. (e) Parent and the Buyer shall have delivered, or caused to be delivered, to the delivery of, Sellers all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller Sellers pursuant to Section 3.22.7(a) and Parent and the Buyer shall have made, or caused to be made, the payments required to be made by Parent and/or the Buyer at the Closing pursuant to ARTICLE II.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions shall be subject to the fulfillment or waiver of the Sellers’ Representative, at or prior to the Closing, of each of the following conditions: (a) the representations and warranties of Buyer contained in Article 6 shall have been true and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties shall be true and correct in all respects as of the date hereof and as of the Closing Date; (b) Buyer shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; (d) no Proceeding shall have been commenced or threatened against Buyer, which shall seek to restrain, prohibit or invalidate the Transactions; and (de) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2.

Conditions to Obligations of the Sellers. The obligations obligation of each Seller to effect the sale of the Sellers to consummate the Transactions Purchased Assets contemplated by this Agreement shall be subject to the fulfillment or waiver of the Sellers’ Representative, at or prior to the Closing, of each Closing Date of the following additional conditions: (a) The Buyer shall have performed and complied with in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by the Buyer on or prior to the Closing Date and the representations and warranties of the Buyer contained which are set forth in Article 6 this Agreement shall have been be true and correct in all material respects as (except that where any statement in a representation or warranty expressly includes a standard of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties statements shall be true and correct in all respects respects) as of the date hereof of this Agreement and as of the Closing DateDate as though made at and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representation and warranty shall be true and correct as of such date); (b) Buyer AFDI shall have duly performed and complied in all material respects with all agreementsreceived (on behalf of the Sellers) certificates from authorized officers of the Buyer, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on dated the Closing Date; provided, however, that, with respect to agreements, covenants and conditions the effect that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(bSection 8.3(a) have been satisfied; and (d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2.;

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate close the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or waiver of by the Sellers’ Representative, Sellers at or prior to the Closing, of each Closing of the following conditions: (ai) The Buyers shall have performed or complied with their obligations, covenants and agreements contained in this Agreement (considered individually and collectively) required to be performed or complied with at or prior to the Closing; (ii) The representations and warranties of Buyer the Buyers contained in Article 6 this Agreement (considered individually and collectively) shall have been true be true, correct and correct in all material respects complete on and as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties shall be true and correct in all respects as of the date hereof on and as of the Closing DateDate with the same force and effect as if made on and as of the Closing Date (provided that representations and warranties which are confined to a specific date shall speak only as of such date); (biii) Buyer The Sellers shall have duly performed and complied received from the Buyers the deliveries referred to in all material respects with all agreementsSection 3.3; (iv) Each of the Sellers shall have received an opinion regarding the fairness, covenants and conditions required by this Agreement from a financial point of view, of the consideration to be performed received by each Seller and/or the interest holders of such Seller, in form and substance satisfactory to such Seller in each Seller’s sole discretion; and (v) No Law or complied with Order shall have been enacted, entered, promulgated, issued or enforced by it prior to any Governmental Authority of competent jurisdiction which prohibits, restrains, enjoins or on restricts the Closing Dateconsummation of the transactions contemplated hereby; provided, however, that, with respect that the parties shall use reasonable best efforts to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed cause any such agreements, covenants and conditions, as so qualified, in all respects; (c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and (d) Buyer shall have delivered, Law or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required Order to be delivered to the Seller pursuant to Section 3.2vacated or lifted.