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 hereby are subject to the satisfaction or waiver by Sellers, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all of the agreements and covenants of Purchasers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the representations and warranties of Purchasers contained in Article IV shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all material respects as of such specified date); and (iii) Purchasers shall have delivered or caused to be delivered to Primary Seller the items set forth in Section 2.4(c).

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate effect the transactions contemplated hereby by this Agreement are subject to the satisfaction or waiver by Sellers, on or prior to before the Closing Date, of the following further conditions precedent (condiciones suspensivas):conditions: (i) all of the agreements and covenants of Purchasers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (iia) the representations and warranties of Purchasers Buyer contained in Article IV herein shall be have been true and correct in all material respects as of the date of this Agreement when made and as of the Closing Date Date, as if made at and as of such time on the Closing Date; (other than those representations and warranties made as of a specified date, which such representations and warranties b) Buyer shall be true and correct have performed or complied in all material respects as with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) Sellers shall have been furnished a certificate of such specified date)Buyer, dated the Closing Date, certifying to the foregoing; and (iiid) Purchasers Sellers shall have delivered or caused to be delivered to Primary Seller been relieved of the items obligations under their Guaranties, as set forth in Section 2.4(c)5.3.

Conditions to the Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated hereby are by this Agreement shall be subject to the satisfaction or waiver by Sellers, on or prior to the Closing Date, of the following further additional conditions precedent (condiciones suspensivas):precedent: (ia) all of the agreements and covenants of Purchasers to be performed prior to the Closing pursuant to this Agreement Purchaser shall have been duly performed in all material respects; (ii) respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing. The representations and warranties of Purchasers Purchaser contained in Article IV herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date Closing, as if made at and as of such time the Closing (other than except for those representations and warranties made that address matters as of a specified particular date, which such representations and warranties shall need be true and correct in all material respects only as of such specified date); and. Sellers shall have received a certificate of Purchaser, dated as of the Closing Date and signed by a senior officer of Purchaser, certifying as to the fulfillment of the foregoing. (iiib) Purchasers Purchaser shall have delivered made or caused to be delivered made delivery to Primary Seller the Sellers of the items set forth in required by Section 2.4(c3.1(c).

Conditions to the Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated hereby are Transactions is subject to the satisfaction or waiver by Sellers, fulfillment on or prior to the Closing Date, Date of the following further conditions precedent (condiciones suspensivas):conditions: (ia) all Each of the agreements and covenants of Purchasers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the representations and warranties of Purchasers Purchaser contained in Article IV 4 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as if though made at and as of such time date (other than except for those representations and warranties made that (i) are qualified by materiality, which shall be true and correct in all respects and (ii) address matters only as of a specified date, which such representations and warranties shall be true and correct in all material respects as of such that specified date); and; (iiib) Purchasers Purchaser shall have delivered or caused to be delivered to Primary Seller Sellers the items set forth in Section 2.4(c2.3(b).

Conditions to the Obligations of Sellers. The All obligations of Sellers to consummate hereunder are subject, at the transactions contemplated hereby are subject option of Sellers, to the satisfaction fulfillment prior to or waiver at the Closing of each of the following further conditions: (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by Sellers, it on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas):. (ib) all of the agreements and covenants of Purchasers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the The representations and warranties of Purchasers Buyer contained in Article IV this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all material respects as of the date of this Agreement on and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all material respects as of such specified date); andtime. (iiic) Purchasers Buyer shall have executed and delivered or caused the Edwaxxx Xxxloyment Agreement. (d) Sellers shall have received an opinion dated the Closing Date from Baer Xxxks & Uphax XXX, counsel to be delivered to Primary Seller Buyer, substantially in the items set forth in Section 2.4(c)form of EXHIBIT F hereto.

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Sellers, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (ia) all of the agreements and covenants of Purchasers and the Joint Obligor to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects;; and (iib) the representations and warranties of Purchasers and the Joint Obligor contained in Article IV shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all material respects as of such specified date); and (iii) Purchasers shall have delivered or caused to be delivered to Primary Seller the items set forth in Section 2.4(c).

Conditions to the Obligations of Sellers. The obligations obligation of the Sellers to consummate and to cause Holdings to consummate the transactions contemplated hereby are to be performed by them in connection with the Closing is subject to the satisfaction satisfaction, or waiver by Sellers, on or prior to the Closing Date’ Representative, of the following further conditions precedent (condiciones suspensivas):conditions: (i) all of the agreements and covenants of Purchasers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (iia) the representations and warranties of Purchasers contained set forth in Article IV Section 5 above shall be true and correct in all material respects as of the date of this Agreement at and as of the Closing Date as if made at and as of on the Closing Date; except to the extent that such time (other than those representations and warranties made as of a specified date, are qualified by the term “material,” and “Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects at and as if made on the Closing Date; (b) Buyer shall have performed and complied with all of its covenants hereunder in all material respects as of such specified date)through the Closing; and (iiic) Purchasers Buyer shall have delivered or caused to be delivered Sellers’ Representative a certificate to Primary Seller the items set forth effect that each of the conditions specified above in Section 2.4(c)7.3(a)-(b) is satisfied in all respects.

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Sellers, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all of the agreements and covenants of Purchasers Purchaser to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the representations and warranties of Purchasers Purchaser contained in Article IV shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all material respects as of such specified date); and (iii) Purchasers Purchaser shall have delivered or caused to be delivered to Primary Seller the items set forth in Section 2.4(c).