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

Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the Closing shall be subject to the fulfillment, on or before the Closing Date, of the following additional conditions: (a) the Purchaser Parent and the Purchaser shall have duly performed and complied in all material respects with all obligations and agreements required to be performed and complied with by it under this Agreement on or before the Closing Date; (b) the representations and warranties of the Purchaser Parent and the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made at and as of such date, except that any representations and warranties that are qualified by standards of materiality shall be true and correct in all respects on and as of the Closing Date as if made at and as of such date; and (c) the Seller shall have received a certificate signed by a senior executive officer of the Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.01(b), Section 7.02(a) and Section 7.02(b) have been satisfied.

Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the Closing transactions contemplated by this Agreement shall be subject to the fulfillment, satisfaction or waiver by the Seller on or before prior to the Closing Date, Date of each of the following additional conditions: (a) Each of the Purchaser Parent representations and warranties of the Purchaser Buyer contained in Article IV shall be true and correct (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at 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 the Closing Date; (b) The Buyer shall have duly performed and complied in all material respects with all obligations and other agreements contained herein required to be performed and or complied with by it under this Agreement on them at or before the Closing DateClosing; (b) the representations and warranties of the Purchaser Parent and the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made at and as of such date, except that any representations and warranties that are qualified by standards of materiality shall be true and correct in all respects on and as of the Closing Date as if made at and as of such date; and (c) The Buyer shall have delivered to the Seller shall have received a certificate certificate, dated the Closing Date and signed by a senior executive officer of the PurchaserBuyer, dated as of the Closing Dateapplicable, as to the effect that fulfillment of the conditions set forth in Section 7.01(b), Section 7.02(a6.3(a) and Section 7.02(b6.3(b); and (d) The Buyer shall have been satisfiedexecuted and delivered to the Seller the Assumption Agreement.