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

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Principal Closing of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All representations and warranties made by Buyer contained in Article IV shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Principal Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be true and correct only as of such specified date). (b) Buyer shall have duly performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Buyer at or prior to the Principal Closing under the terms of this Agreement. (c) Buyer shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that each of the conditions set forth in Sections 8.03(a) and 8.03(b) have been satisfied. (d) Buyer shall have delivered, or caused to be delivered, to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing).

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate effect the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Principal Closing fulfillment of each of the following conditions, any and all one or more of which may be waived in writing, in whole or in part, writing by Sellers to the extent permitted by LawNovatel: (a) All No Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority, which remains in effect, and which prohibits the consummation of the Acquisition or otherwise makes the Acquisition illegal. (b) The representations and warranties made by Buyer contained of Purchaser set forth in Article ARTICLE IV of this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein) in all material respects at and as of the date of this Agreement and as of the Principal Closing Date as though such representations and warranties were if made at and as of the Principal Closing Date (except or, in the case of any representation or warranty those representations and warranties that by its terms addresses matters only are made as of another specified datea particular date or period, which shall be true and correct only as of such specified datedate or period). (bc) Buyer Purchaser shall have duly performed or and complied with, in all material respectsrespects with all covenants, all of the material covenants agreements and agreements obligations required by this Agreement to be performed or complied with by Buyer at Purchaser on or prior to the Principal Closing under Date. (d) Purchaser shall have furnished to Novatel a certificate executed by an executive officer of Purchaser to evidence compliance with the terms conditions set forth in Section 6.1(b) and Section 6.1(c) of this Agreement. (ce) Buyer Purchaser shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that Novatel each of the conditions set forth in Sections 8.03(a) and 8.03(b) have been satisfiedPurchaser Deliverables. (d) Buyer shall have delivered, or caused to be delivered, to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing).

Conditions to the Obligations of Sellers. The obligations of Sellers Each Seller's obligation to consummate the transactions Transactions contemplated by this Agreement shall be is subject to the satisfaction at or waiver, on or prior to the Principal Closing Date, of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All The representations and warranties made by Buyer of Purchaser and Clearwire contained in Article IV herein shall be true and correct in all material respects at (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing as if made on and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Principal Closing Date (except in the case of any representation or warranty that by its terms addresses matters only representations and warranties that are made as of another specified date, which shall a specific date need be so true and correct only as of such specified date). (b) Buyer The covenants and agreements of Purchaser and Clearwire to be performed under this Agreement on or prior to the Closing shall have been duly performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Buyer at or prior to the Principal Closing under the terms of this Agreement. (c) Buyer Purchaser and Clearwire shall have delivered the Purchase Price to sellers and Bereny in accordance with Section 2.3. (d) Purchaser and Clearwire shall have delivered to Sellers a certificate of Purchaser and Clearwire dated as of the Principal Closing Date signed by an officer of Buyer to the effect certifying that each of the conditions set forth specified in Sections 8.03(aSection 6.2(a) and 8.03(b(b) have been satisfiedmet. (de) Buyer shall have deliveredthe Amended and Restated Stockholders Agreement, or caused to be delivered, to Sellers and the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents Registration Rights Agreement shall be deliveredin full force and effect, or caused and, upon the Closing, Sellers and Bereny shall be parties to be delivered, concurrently with the Principal Closing)such agreements by delivering joinders to Clearwire.

Conditions to the Obligations of Sellers. The obligations obligation of Sellers to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement shall be is subject to the satisfaction at or prior to the Principal Closing of each of the following additional conditions, any and all one or more of which may be waived in writing, in whole or in part, writing by Sellers to the extent permitted by LawSellers: (a) All each of the representations and warranties made by Buyer of Purchaser contained in Article IV this Agreement shall be true and correct in all material respects at as of the Closing Date, as if made anew on and as of the such date of this Agreement and the Principal Closing Date as though such (except with respect to representations and warranties were made at and that speak as of the Principal Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified to an earlier date, which representations and warranties shall be true and correct only in all material respects on and as of such specified earlier date).; (b) Buyer each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing shall have duly been performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Buyer at or prior to the Principal Closing under the terms of this Agreement.; (c) Buyer Purchaser shall have delivered to Sellers Seller a certificate dated as of the Principal Closing Date signed by an officer of Buyer Purchaser, dated the Closing Date, certifying that, to the effect that each knowledge and belief of such officer, the conditions set forth specified in Sections 8.03(aSection 10.3(a) and 8.03(bSection 10.3(b) have been satisfied.; (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers delivered a valid and enforceable Treasury-Rated performance and payment bond for the items and documents P109 Project in the amount set forth in Section 2.09(bon Schedule 10.3(d) with respect to the P109 Project (the “P109 Bond”); it being acknowledged and agreed that such items and documents Purchaser shall be delivered, or caused use commercially reasonable best efforts to cause the P109 Bond to be delivered, concurrently issued and delivered as promptly as practicable; and (e) Purchaser shall have elected the Management Board Designees in accordance with the Principal Closing)Section 7.3.

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be sale of the Interests are subject to the satisfaction (or waiver by Sellers) at or prior to the Principal Closing of each of the following further conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All the representations and warranties made by Buyer of Purchaser contained in Article IV V which are qualified as to materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality shall be true and correct in all material respects respects, in each case when made and at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were if made at and as of the Principal Closing Date (except in the case of any representation or warranty for those representations and warranties that by its terms addresses address matters only as of another specified date, a particular date or only with respect to a specific period of time which shall need only be true and correct only accurate as of such specified datedate or with respect to such period).; (b) Buyer Purchaser shall have duly paid the Purchase Price and otherwise performed or complied with, in all material respects, respects all of the material covenants and agreements obligations hereunder required to be performed or complied with by Buyer it at or prior to the Principal Closing under the terms of this Agreement.Closing; (c) Buyer Purchaser shall have delivered to Sellers a certificate (dated as of the Principal Closing Date signed by an officer of Buyer Date) as to the effect that each of compliance with the conditions set forth in Sections 8.03(aparagraphs (a) and 8.03(b(b) have been satisfied.of this Section 7.03); (d) Buyer the TCA Closing shall have delivered, or caused to be delivered, to Sellers occurred on the items same day as the Closing; and (e) Purchaser shall have executed and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with delivered the Principal Closing)Escrow Agreement.

Conditions to the Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement shall be Transactions is subject to the satisfaction at fulfillment on or prior to the Principal Closing of each Date of the following conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All Each of the representations and warranties made by Buyer of Purchaser contained in Article IV 4 hereof shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date with the same effect as though such representations and warranties were made at and as of the Principal Closing Date such date (except for those representations and warranties that (i) are qualified by materiality, which shall be true and correct in the case of any representation or warranty that by its terms addresses all respects and (ii) address matters only as of another a specified date, which shall be true and correct only in all respects as of such that specified date).; (b) Buyer Purchaser shall have duly performed or and complied with, with in all material respects, all respects each of the material covenants and agreements required to be performed or complied with by Buyer it under this Agreement at or prior to the Principal Closing under the terms of this Agreement.Closing; (c) Buyer Purchaser shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that each of the conditions items set forth in Sections 8.03(a) and 8.03(b) have been satisfied.Section 2.2(b); (d) Buyer the Company shall have deliveredreceived all required consents, authorizations, orders and approvals from any Governmental Entities required for the consummation of the Transactions; and (e) no Law shall have been enacted which would make consummation of the Transactions illegal, nor any judgment, decree or caused Order shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such transactions to be delivered, to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing)rescinded.

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Principal Closing of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All representations and warranties made by Buyer contained in Article IV shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Principal Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be true and correct only as of such specified date). (b) Buyer shall have duly performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Buyer at or prior to the Principal Closing under the terms of this Agreement. (c) Buyer shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that each of the conditions set forth in Sections 8.03(a) and 8.03(b) have been satisfied. (d) Buyer shall have delivered, or caused to be delivered, delivered to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing).