Common use of Conditions to Seller’s Obligations to Close Clause in Contracts

Conditions to Seller’s Obligations to Close. The obligations of Sellers to sell the Purchased Assets and to otherwise consummate the Closing shall be subject to the satisfaction (or waiver by Sellers) of the following conditions: The representations and warranties of Purchaser contained herein shall be true and correct in all respects at the Closing (without giving effect to any materiality, knowledge or Material Adverse Effect qualifications or exceptions contained in such representations and warranties), in each case with the same effect as though made at and as of such time (other than representations and warranties that are made as of a specific date, which need be true and correct as of such date), except where the failure to be true and correct has not had, and is not likely to have, a Material Adverse Effect. Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing (except to the extent waived hereunder in writing by Sellers). Purchaser shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by an officer of Purchaser to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) of this Agreement have been fulfilled.

Conditions to Seller’s Obligations to Close. The obligations obligation of Sellers Seller to sell consummate and effect the Purchased sale of the Assets and pursuant to otherwise consummate the Closing this Agreement shall be subject to the satisfaction (or waiver by Sellers) of the following conditions: The representations and warranties of Purchaser contained herein shall be true and correct in all respects at the Closing , unless waived by Seller: (without giving effect to any materiality, knowledge or Material Adverse Effect qualifications or exceptions contained in such representations and warranties), in each case with the same effect as though made at and as of such time (other than representations and warranties that are made as of a specific date, which need be true and correct as of such date), except where the failure to be true and correct has not had, and is not likely to have, a Material Adverse Effect. Purchaser a) Buyer shall have performed in all material respects all obligations agreements, acts and complied covenants, and shall have satisfied in all material respects with all covenants conditions and obligations, required by this Agreement to be performed or complied with satisfied by Purchaser Buyer at or prior to the Closing Closing, including making the deliveries required by Section 9.3. (except to b) All of the extent waived hereunder in writing by Sellers). Purchaser representations and warranties of Buyer herein shall have delivered to Sellers a certificate, dated been true and correct in all material respects on and as of the Closing DateDate as though made on, executed as of, and with reference to such date and Seller shall have received a certificate of Buyer dated the Closing Date to such effect signed by an officer a duly authorized representative of Purchaser Buyer. (c) All Approvals required to be obtained by Buyer in connection with the sale of the Assets, including all clearances from all Governmental Authorities and any required approvals from Seller’s lender(s), shall have been obtained and will have been furnished to Buyer prior to the effect that Closing. (d) Buyer shall execute and deliver the conditions set forth in Sections 6.2(a) and 6.2(b) of this Agreement have been fulfilledSublease.