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

Conditions to the Obligations of Seller. The obligation of Seller to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Seller: (a) Buyer 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; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct in as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; and (c) Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of Seller. The obligation obligations of Seller to proceed with consummate the Closing is Transactions shall be subject to the satisfaction on or waiver at or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Seller: (a) Buyer the representations and warranties of the Buying Parties contained in this Agreement shall have performed be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, (ii) that those representations and warranties which by their terms are qualified by materiality shall be true in all respects, and (iii) those instances in which the failure of the representations and warranties in the aggregate to be true and correct would not reasonably be expected to have a Buyer Material Adverse Effect; (b) the Buying Parties shall have performed and complied with all of its their respective obligations hereunder required by this Agreement to be performed by it or complied with at or prior to the Closing Date;; and (bc) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as Buying Parties shall have delivered to “material adverse effect” shall be true and correct in Seller a certificate, dated as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; and (c) Seller shall have received a certificate signed on behalf of Buyer executed by an executive officer of Buyer indicating on behalf of Buyer, certifying that the conditions provided specified in Section 7.03(aparagraphs (a) and Section 7.03(b(b) immediately above have been satisfied.

Conditions to the Obligations of Seller. The obligation obligations of Seller to proceed with consummate the Closing is are subject to the satisfaction on or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Seller: (ai) Buyer 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; Closing; (bii) the representations and warranties of Buyer Purchaser contained in this Agreement (i) that are qualified as and in any certificate or other writing delivered by Purchaser pursuant hereto, disregarding all qualifications and exceptions contained therein relating to “material adverse effect” materiality or a Purchaser Material Adverse Effect or any similar standard or qualification shall be true and correct in at and as of the Closing DateClosing, except to the extent as if made at and as of such time (other than representations and warranties expressly relate to an earlier date (in which case that address matters only as of such earlier a certain date), and (ii) those not so qualified which shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to havewith only such exceptions as, individually or in the aggregate, have not had and would not be reasonably expected to have a material adverse effect on Buyer’s ability to perform its obligations hereunderPurchaser Material Adverse Effect; and (ciii) Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer indicating Purchaser to the foregoing effect; and (iv) that Cook Xxxet GSM, Inc. shall have contributed at least $15 million to the capital of Purchaser. (b) All conditions provided in Section 7.03(a) to the obligations of VoiceStream and Section 7.03(b) Cook Xxxet GSM, Inc. to close the transactions contemplated by the VoiceStream Agreement shall have been satisfiedsatisfied or expressly waived in writing.

Conditions to the Obligations of Seller. The obligation obligations of --------------------------------------- Seller to proceed with under this Agreement shall, at the Closing is option of Seller, be subject to the satisfaction satisfaction, on or prior to the Closing Date Date, of each of the following further conditions, any or more of which may be waived, in whole or in part, by Seller: (a) a No Misrepresentation or Breach of Covenants and Warranties. ---------------------------------------------------------- Buyer shall have performed complied in all material respects all with its covenants and agreements herein; each of its obligations hereunder required to be performed by it at or prior to the Closing Date; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct in as of all material respects on the Closing Date, Date as though made on the Closing Date (except with respect to the extent such those representations and warranties expressly relate that speak as to an earlier a particular date (in or time, which case as of such earlier date), and (ii) those not so qualified shall only need be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier dateor time), except for failures of the representations and warranties referred changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in this clause writing by Seller; and there shall have been delivered to Seller a closing certificate in a form reasonably satisfactory to Seller to such effect, dated the Closing Date and signed by the President or a Vice President of Buyer. (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; and (c) b Closing Documents. Seller shall have received a certificate signed on behalf of from Buyer the ----------------- agreements and closing documents contemplated by an executive officer of Buyer indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied.3.3. -----------

Conditions to the Obligations of Seller. The obligation of Seller to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any one or more of which may be waived, in whole or in part, by Seller: (a) Buyer 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 DateDate in all material respects; (b) (i) the representations and warranties (other than Purchaser Fundamental Representations) of Buyer Purchaser contained in this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct in as of the Closing Date, Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case as of such earlier date)) in all material respects, and (ii) those not so qualified the Purchaser Fundamental Representations shall be true and correct as of the Closing Date, Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case as of such earlier date), except for failures of the representations and warranties referred to ) in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; andall respects; (c) Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer Purchaser indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied; and (d) Seller shall have received the deliveries to be made by Purchaser under Section 2.05.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Selleradditional conditions precedent: (ai) Buyer Purchaser shall have performed and complied in all material respects all of with its agreements and obligations hereunder contained in this Agreement required to be performed or complied with by it at or prior before the Closing. Each representation and warranty set forth in Section 6.1 and Section 6.2 shall be true and correct in all respects at and as of the Closing as though then made except to the Closing Date; (b) the extent such representations and warranties by their terms speak as of Buyer contained an earlier date in this Agreement (i) that which case they shall be true and correct as of such earlier date. Other than representations and warranties set forth in Sections 6.1 and 6.2 which are qualified addressed in the immediately preceding sentence, each representation and warranty set forth in Article VI shall be true and correct at and as of the Closing as though then made except to “material adverse effect” the extent such representations and warranties by their terms speak as of an earlier date in which case they shall be true and correct in as of the Closing Date, such earlier date; except to the extent for breaches of such representations and warranties expressly relate to an earlier date (that would not, individually or in which case as of such earlier date)the aggregate, and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, have a material adverse effect on Buyer’s ability to perform its obligations hereunder; andPurchaser Material Adverse Effect. (cii) Seller shall have received a certificate of Purchaser, dated the Closing Date and signed on behalf of Buyer by an executive a senior officer of Buyer indicating that Purchaser, certifying as to the fulfillment of the conditions provided set forth in Section 7.03(a) 4.3(i). Purchaser shall have made, or caused to be made, delivery to Seller of all other instruments and Section 7.03(b) have been satisfied.documents set forth on Exhibit B.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction on or Seller’s waiver of each of the following additional conditions precedent at or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by SellerClosing: (a) The representations and warranties of Buyer set forth in Article V shall be true and correct in all respects (without regard to any materiality, Material Adverse Effect or similar qualifier contained therein) as of the Execution Date and as of the Closing Date (unless a representation and warranty speaks as to a stated date, in which case such representation shall be true and correct as of such date), except for those breaches of representations and warranties (if any) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect upon the Company or the ability of Seller to consummate the transactions contemplated by this Agreement. (b) Buyer shall have performed in all material respects all of its respective obligations hereunder contained in this Agreement which are required to be performed by it Buyer at or prior to before the Closing Date; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct in as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; andClosing. (c) Buyer must have timely delivered all items required to be delivered at Closing pursuant to Section 3.2(b) (other than the lease agreements referenced in Section 3.2(a)(vi) and (vii) and Section 3.2(b)). (d) Seller shall have received a certificate certificate, dated the Closing Date and signed on behalf of Buyer by an executive a duly authorized officer of Buyer indicating Buyer, that each of the conditions provided set forth in Section 7.03(a8.3(a) and Section 7.03(b8.3(b) have has been satisfied.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Seller: (a) Buyer 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; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “"material adverse effect” " shall be true and correct in as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s 's ability to perform its obligations hereunder; and (c) Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of the following further additional conditions, any one or more of which may be waived, waived (if legally permitted) in whole or in part, writing by Seller:. (a) Buyer shall have performed in all material respects all Each of its obligations hereunder required to be performed by it at or prior to the Closing Date; (b) the representations and warranties of Buyer contained in this Agreement (iwithout giving effect to any materiality qualification therein) that are qualified as to “material adverse effect” shall be true and correct in all respects as of the Closing Date, as if made anew at and as of that time, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date (in date, which case as of such earlier date), representations and (ii) those not so qualified warranties shall be true and correct as of the Closing Date, except to the extent such representations at and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to for, in this clause (ii) to be true and correct as do not and each case, any inaccuracy or omission that would not reasonably be expected to have, materially adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement. (b) Each of the covenants of Buyer to be performed as of or prior to the Closing shall have been performed in the aggregate, a all material adverse effect on Buyer’s ability to perform its obligations hereunder; andrespects. (c) Seller Buyer shall have received delivered to Seller a certificate signed on behalf of Buyer by an executive officer of Buyer indicating that Buyer, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions provided specified in Section 7.03(a9.3(a) and Section 7.03(b9.3(b) have been satisfiedfulfilled.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing Contemplated Transactions is subject to the satisfaction on or waiver by Seller, in its sole discretion, at or prior to the Closing Date of each of the following further conditions, any or more of which may be waived, in whole or in part, by Seller: (a) The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that such representations and warranties are expressly limited by their terms to another date, in which case such representations and warranties shall be true and correct in all material respects as of such other date, and except to the extent that such representations and warranties are expressly limited by a materiality requirement in which case the materiality requirement in this Section 7.2(a) shall not impose any additional materiality requirement), and Buyer shall have notified Seller if any of its representations and warranties under Article IV shall become inaccurate prior to Closing; (b) Buyer shall have performed in all material respects all of its obligations hereunder and under the other Transaction Documents required to be performed by it at or prior to the Closing Date; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct in as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; and (c) Seller shall have received a certificate signed on behalf of Buyer by an executive a duly authorized officer of Buyer indicating that certifying the satisfaction of the conditions provided set forth in Section 7.03(aSections 7.2(a) and 7.2(b); and (d) Buyer shall have delivered all items to be delivered by it pursuant to Section 7.03(b) have been satisfied8.4.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Seller: (a) Accuracy of Representatives and Warranties; Performance of Covenants. (i) Buyer shall have performed or complied with in all material respects all of its obligations hereunder obligations, agreements and covenants required to be performed by it at under this Agreement on or prior to the Closing Date;; and (bii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct (i) that are qualified without giving effect to any qualification contained therein as to “materiality, including, without limitation, the phrases "material", "in all material adverse effect” respects" and "Material Adverse Effect") at and as of the Closing Date, as if made at and as of such date, except for those representations and warranties which address matters as of a particular date, which representations and warranties shall be true and correct in all material respects as of such date (without giving effect to language in the beginning paragraph of Article IV which states "Buyer represents and warrants to Seller as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case hereof as of such earlier datefollows"), and (ii) those not so qualified shall be true and correct with only such exceptions as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not in the aggregate reasonably be expected to have, in the aggregate, have a material adverse effect on Buyer’s ability to perform its obligations hereunder; and (c) Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfiedMaterial Adverse Effect.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Sellerconditions precedent: (a) Buyer shall have performed in all material respects all of its agreements and obligations hereunder contained in this Agreement required to be performed by it at or prior to before the Closing DateClosing; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct in correct, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (a particular date, in which case as of such earlier particular date), and (ii) those except further to the extent that the facts or matters as to which such representations and warranties are not so qualified shall be true and correct as of the Closing Date, except such dates (without giving effect to the extent any qualifications or limitations as to materiality or Buyer Material Adverse Effect set forth in such representations and warranties expressly relate to an earlier date (in which case as of such earlier date)warranties) have not had, except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunderBuyer Material Adverse Effect; and (c) Seller Buyer shall have received a certificate signed on behalf made, or caused to be made, delivery to Seller of Buyer the items required by an executive officer of Buyer indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied3.1(c).

Conditions to the Obligations of Seller. The obligation obligations of Seller to proceed with consummate, or cause to be consummated, the Closing is transactions contemplated by this Agreement are also subject to the satisfaction on or prior to the Closing Date of the following further conditionsconditions at the Closing, any one or more of which may be waived, waived in whole or in part, writing by Seller: (a) Buyer shall have performed performed, in all material respects respects, all of its agreements, covenants and obligations hereunder required to be performed by it at or prior to the Closing DateClosing; (b) the representations and warranties of Buyer contained in Article IV of this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct (without giving effect to materiality or similar qualifications contained therein) as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, materially interfere with, prevent or materially delay the ability of Buyer to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated thereby; and (c) Buyer shall have delivered to Seller a certificate signed by an executive officer of Buyer, dated as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as certifying that each of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; and (c) Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer indicating that the conditions provided specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b) have has been satisfiedfulfilled.

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing is Transactions shall, at the option of Seller, be subject to the satisfaction or (to the extent permissible under applicable Law) waiver, on or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by Selleradditional conditions precedent: (a) Buyer 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; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “material adverse effect” The Purchaser Fundamental Representations shall be true and correct in all material respects as of the Closing Dateas though made on and as of the Closing (or, except to in the extent such representations and warranties expressly relate case of any representation or warranty which specifically relates to an earlier date (in which case as of date, such earlier date), ) and (ii) those not so qualified all other representations and warranties of Purchaser contained in Article 6 shall be true and correct (disregarding all qualifications as to materiality and Purchaser Material Adverse Effect) as of the Closing Dateas though made on and as of the Closing (or, except to in the extent such representations and warranties expressly relate case of any representation or warranty which specifically relates to an earlier date (in which case as of date, such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as that do not and would not reasonably be expected to havenot, individually or in the aggregate, have a Purchaser Material Adverse Effect; (b) Purchaser shall have performed in all material adverse effect on Buyer’s ability respects its agreements and obligations contained in this Agreement required to perform its obligations hereunderbe performed by it at or before the Closing; and (c) Seller Purchaser shall have received delivered to Seller a certificate certificate, dated as of the Closing Date, signed on behalf of Buyer Purchaser by an executive a duly authorized officer of Buyer indicating that Purchaser, confirming the satisfaction of the conditions provided set forth in Section 7.03(a4.3(a) and Section 7.03(b) have been satisfied4.3(b).

Conditions to the Obligations of Seller. The obligation of Seller to proceed with consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction on or Seller’s waiver of each of the following additional conditions precedent at or prior to the Closing Date of the following further conditions, any or more of which may be waived, in whole or in part, by SellerClosing: (a) The representations and warranties of Buyer set forth in Article V shall be true and correct in all respects (without regard to any materiality, Material Adverse Effect or similar qualifier 26 contained therein) as of the Execution Date and as of the Closing Date (unless a representation and warranty speaks as to a stated date, in which case such representation shall be true and correct as of such date), except for those breaches of representations and warranties (if any) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect upon the Company or the ability of Seller to consummate the transactions contemplated by this Agreement. (b) Buyer shall have performed in all material respects all of its respective obligations hereunder contained in this Agreement which are required to be performed by it Buyer at or prior to before the Closing Date; (b) the representations and warranties of Buyer contained in this Agreement (i) that are qualified as to “material adverse effect” shall be true and correct in as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Buyer’s ability to perform its obligations hereunder; andClosing. (c) Buyer must have timely delivered all items required to be delivered at Closing pursuant to Section 3.2(b) (other than the lease agreements referenced in Section 3.2(a)(vi) and (vii) and Section 3.2(b)). (d) Seller shall have received a certificate certificate, dated the Closing Date and signed on behalf of Buyer by an executive a duly authorized officer of Buyer indicating Buyer, that each of the conditions provided set forth in Section 7.03(a8.3(a) and Section 7.03(b8.3(b) have has been satisfied.