Common use of Conditions to the Obligation of Buyer Clause in Contracts

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Seller shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by them hereunder at or prior to the Closing, including, without limitation, compliance with the provisions of Section 2.5; (b) the representations and warranties of Seller in this Agreement shall be true and correct in all material respects, as of the Closing Date with the same force and effect as though made at such time, except for changes contemplated by this Agreement; (c) Seller shall have furnished to Buyer a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller to the effect that all conditions set forth in Sections 7.3(a) and (b) have been satisfied; and (d) Seller shall have obtained the consents listed on Exhibit E hereto. (e) Seller shall have executed a trademark assignment in the form of Exhibit F hereto.

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Seller Sellers and their Affiliates shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by them hereunder at or prior to the Closing, including, without limitation, compliance with the provisions of Section 2.5Closing Date; (b) the representations and warranties of Seller Sellers in this Agreement shall be true and correct in all material respects, respects as of the Closing Date with the same force and effect as though made at such time, except for changes contemplated by this Agreement;; and (c) Seller Sellers shall have furnished to Buyer a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller each of the Sellers to the effect that all conditions set forth in Sections 7.3(a8.3(a) and (b) have been satisfied; and. (d) Seller Buyer shall have obtained the received consents listed on Exhibit E hereto. or waivers, as applicable, from (ei) Seller shall have executed a trademark assignment in the form of Exhibit F hereto.B.

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment by Sellers or written waiver by Buyer at or prior to the Closing Date of the following conditions: (a) Seller Sellers shall have performed in all material respects each obligation of their respective obligations and agreement and complied in all material respects with each covenant agreements required by this Agreement to be performed and or complied with by them hereunder at or prior to or at the Closing, including, including without limitation, compliance with the provisions of limitation Sellers' delivery obligations as set forth in Section 2.53.3; (b) the representations and warranties of Seller Sellers in this Agreement shall be true and correct in all material respects, respects as of the Closing Date with the same force and effect as though made at such time, time except (i) for changes contemplated expressly permitted by this Agreement;Agreement and (ii) to the extent that any representation and warranty is made as of a specified date (other than Signing), in which case such representation and warranty shall be true in all material respects as of such date; and (c) Seller Sellers shall have furnished to Buyer a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller each of the Sellers to the effect that all conditions set forth in Sections 7.3(a9.3(a) and (b) above have been satisfied; and (d) Seller shall have obtained the consents listed on Exhibit E hereto. (e) Seller shall have executed a trademark assignment in the form of Exhibit F hereto.

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Seller Sellers shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by them hereunder at or prior to the Closing, including, without limitation, compliance with the provisions of Section 2.5; (b) the representations and warranties of Seller Sellers in this Agreement to the extent qualified as to materiality shall be accurate in all respects, and, to the extent not so qualified, shall be true and correct in all material respects, as of the Closing Date with the same force and effect as though made at such time, except for changes contemplated by this Agreement;the (c) Seller Sellers shall have furnished to Buyer a certificate, dated as of the Closing Date, signed by a duly authorized officer officers of Seller Sellers to the effect that all conditions set forth in Sections 7.3(a8.3(a) and (b) have been satisfied; (d) the Buyer shall have received the proceeds of the financing contemplated by each of the Commitment Letters; and (de) Seller the Sellers shall have obtained entered into the consents listed on Exhibit E heretoRegistration Rights Agreement and the Transitional Services Agreement. (e) Seller shall have executed a trademark assignment in the form of Exhibit F hereto.