Conditions to the Obligations of Seller Parties. The obligations of Seller Parties to consummate and affect the Asset Purchase shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Seller Parties:
Conditions to the Obligations of Seller Parties. The obligations of Seller Parties to consummate the Closing are subject to the satisfaction of the following additional conditions: (i) Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date; (ii) the representations and warranties of Purchaser contained in this Agreement, each Transaction Agreement and in any certificate or other writing delivered by such parties pursuant hereto (A) that are qualified by Material Adverse Effect or other concept of materiality shall be true at and as of the Closing Date as if made at and as of such date, and
Conditions to the Obligations of Seller Parties. The obligations of Seller Parties to consummate the Closing are subject to the satisfaction of the following additional conditions: (i) Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date; (ii) the representations and warranties of Purchaser contained in this Agreement, each Transaction Agreement and in any certificate or other writing delivered by such parties pursuant hereto (A) that are qualified by Material Adverse Effect or other concept of materiality shall be true at and as of the Closing Date as if made at and as of such date, and (B) that are not qualified by Material Adverse Effect or other concept of materiality shall be true in all material respects at and as of the Closing Date as if made at and as of such date except where the failure of such representations and warranties to be true and correct could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the ability of Purchaser to consummate the Transactions; (iii) Seller Parties shall have received a certificate from Purchaser signed by an authorized officer of Purchaser as to the satisfaction of the conditions set forth in the immediately preceding clauses (i) and (ii); and (iv) (A) the Registration Statement shall have been declared effective by the Commission under the 1933 Act, (B) no stop order suspending the effectiveness of the Registration Statement shall have been initiated or to the knowledge of Purchaser, threatened by the Commission, (C) the issuance, offer and sale of the Purchaser Qualified Securities to Seller Parties or Seller Subsidiary pursuant to this Agreement shall have been qualified under applicable state securities Laws, (D) the Purchaser Qualifying Shares shall have been accepted for listing and trading on The New York Stock Exchange or The Nasdaq Stock Market, as applicable and (E) the Purchaser has not invoked its rights under Section 2.01(d) of the Registration Rights Agreement.
Conditions to the Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing of each of the following conditions, any and all of which may be waived in whole or in part by the Seller Parties to the extent permitted by applicable Legal Requirement:
