Common use of Conditions to Purchaser’s Obligation to Close Clause in Contracts

Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (c) Seller shall have delivered to Purchaser the Assignment. (d) Purchaser shall have completed its due diligence of the Patents and the results thereof shall be satisfactory to the Purchaser in its sole and absolute discretion. (e) The parties have satisfied the Counsel Selection Condition, as described in Section 2.4(b) herein.

Conditions to Purchaser’s Obligation to Close. Purchaser’s 's obligation to consummate the transactions contemplated hereby is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (c) Seller shall have delivered to Purchaser the Assignment. (d) Purchaser shall have completed its due diligence of the Patents and the results thereof shall be satisfactory to the Purchaser in its sole and absolute discretion. (e) The parties have satisfied the Counsel Selection Condition, as described in Section 2.4(b) herein.

Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation The obligations of Purchaser to consummate close the transactions contemplated hereby is by this Agreement and to pay the Purchase Price are conditioned upon and subject to the satisfaction as of the date of Closing or such other date as may be specified below (or waiver on or prior to the Closing Date by Purchaser) of each of the following conditions: (a) The A. Seller shall have materially performed and complied with all agreements, covenants, and conditions to be performed or complied with prior to the date of the Closing. B. All of Seller's representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (c) Seller shall have delivered to Purchaser the Assignment. (d) C. Purchaser shall not have completed its due diligence terminated this Agreement during the Feasibility Period. If all of the Patents and aforementioned conditions have not been satisfied as of the results thereof shall be satisfactory to date of Closing, or waived by Purchaser on or before the date of Closing, Purchaser may, in its Purchaser's sole and absolute discretiondiscretion (i) within five (5) days thereafter, terminate this Agreement, in which event the Earnest Money, shall prompxxx xx returned to Purchaser and all rights, obligations, and liabilities under this Agreement shall terminate except as otherwise expressly set forth to the contrary in this Agreement; or (ii) waive such conditions and proceed to Closing. (e) The parties have satisfied the Counsel Selection Condition, as described in Section 2.4(b) herein.