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

Conditions to the Obligations of the Sellers. The obligations of the Sellers to consummate the Closing under Section 1.2(a) are subject to the following conditions: (a) (i) other than the Purchaser’s representations and warranties set forth in Sections 4.1 and 4.2, the representations and warranties of the Purchaser contained in Article 3 (without giving effect to any qualification as to “material adverse effect”) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties that by their terms address matters only as of a specified time, which shall be true and correct only as of such time), except where the failure of such representations and warranties would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and (ii) the representations and warranties of the Purchaser set forth in Sections 4.1 and 4.2 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date; (b) the Purchaser shall have performed all of its obligations contained in this Agreement (to be performed on or prior to the Closing Date) in all material respects; and (c) the Merger Closing shall occur substantially contemporaneously with, and immediately following, the Closing.

Conditions to the Obligations of the Sellers. The obligations obligation of the Sellers to consummate the Closing under Section 1.2(a) are Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Sellers: (a) (i) other than the Purchaser’s representations and warranties set forth in Sections 4.1 and 4.2, the The representations and warranties of the Purchaser contained in Article 3 (without giving effect this Agreement and in any certificate or other writing delivered by Purchaser pursuant to any qualification as to “material adverse effect”) this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (other than except representations and warranties that by their terms address matters only as of a specified timecontain materiality qualifiers, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as if made at and as of that time (except for representations and warranties made only as of such time)a specified date, except where the failure of such representations and warranties would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and (ii) the representations and warranties of the Purchaser set forth in Sections 4.1 and 4.2 which shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date;specified date). (b) the The covenants of Purchaser shall have performed all of its obligations contained in this Agreement (to be performed on as of or prior to the Closing Date) shall have been performed in all material respects; and. (c) Purchaser shall have delivered to the Merger Sellers a certificate signed by an officer of Purchaser, dated the Closing Date, certifying that the conditions specified in Sections 8.3(a) and 8.3(b) have been fulfilled. (d) Purchaser shall occur substantially contemporaneously withhave delivered, or caused to be delivered, to the Sellers (and immediately following, the Closingother Persons contemplated in Section 3.3) the items listed in Section 3.3.

Conditions to the Obligations of the Sellers. The obligations of the Sellers to consummate the Closing under Section 1.2(a) are subject to the following conditions: (a) (i) other than the Purchaser’s representations and warranties set forth in Sections 4.1 3.1 and 4.23.2, the representations and warranties of the Purchaser contained in Article 3 (without giving effect to any qualification as to “material adverse effect”) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties that by their terms address matters only as of a specified time, which shall be true and correct only as of such time), except where the failure of such representations and warranties would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and (ii) the representations and warranties of the Purchaser set forth in Sections 4.1 3.1 and 4.2 3.2 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date;; and (b) the Purchaser shall have performed all of its obligations contained in this Agreement (to be performed on or prior to the Closing Date) in all material respects; and (c) the Merger Closing shall occur substantially contemporaneously with, and immediately following, the Closing.

Conditions to the Obligations of the Sellers. The respective obligations of the Sellers to consummate the transactions contemplated by this Agreement in connection with the Closing under Section 1.2(a) are shall be subject to the satisfaction or waiver by the Sellers on or prior to the Closing Date of each of the following conditions: (a) (i) other than the Purchaser’s representations and warranties set forth in Sections 4.1 and 4.2, the The representations and warranties of the Purchaser contained in Article 3 IV (without giving effect to any qualification as to “material adverse effect”i) that are Fundamental Representations shall be true and correct in all respects on and respects, as of the date hereof and on if made at and as of the Closing Date (other than except that those representations and warranties that by their terms address matters only are made as of a specified time, which specific date shall be true and correct only as of such time), date) and (ii) that are not Fundamental Representations shall be correct in all respects (disregarding qualifications of materiality) as if made at and as of the Closing (except that those representations and warranties that are made as of a specific date shall be correct only as of such date) except where the failure of such representations and warranties would not, individually or to be correct has not resulted in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and (ii) the representations and warranties of the Purchaser set forth in Sections 4.1 and 4.2 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date;Purchaser. (b) the The Purchaser shall have duly performed and complied in all of its obligations material respects with all covenants and agreements contained in this Agreement (herein required to be performed on or complied with by the Purchaser at or prior to the Closing Date) in all material respects; and (c) the Merger Closing shall occur substantially contemporaneously with, and immediately following, the Closing.

Conditions to the Obligations of the Sellers. The obligations obligation of the Sellers to consummate the Closing under Section 1.2(a) are transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Parent: (a) (i) other than the Purchaser’s representations and warranties set forth in Sections 4.1 and 4.2, the The representations and warranties of the Purchaser contained Buyer in Article 3 (without giving effect to any qualification as to “material adverse effect”) this Agreement shall be true and correct in all respects on and as of the date hereof and on of this Agreement and as of the Closing Date (with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that by their terms address matters only speak as of a specified time, another specific date or time prior to the date hereof (which shall need only be true and correct only in all respects as of such date or time), except where the failure of to be so true and correct in all respects (without regard for any materiality qualifications set forth in any such representations and warranties representation or warranty) would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Purchaser to perform its obligations hereunderClosing. (b) Buyer shall have performed or complied with, and (ii) the representations and warranties in each case, in all material respects, all of the Purchaser set forth in Sections 4.1 covenants and 4.2 agreements required by this Agreement to be performed or complied with by it at or before the Closing. (c) Buyer shall be true and correct in all respects on and as of the date hereof and on and have delivered to Parent a certificate, dated as of the Closing Date; (b, executed on behalf of Buyer by an authorized individual thereof, certifying that the conditions specified in Section 7.3(a) the Purchaser shall and Section 7.3(b) have performed all of its obligations contained in this Agreement (to be performed on or prior to the Closing Date) in all material respects; and (c) the Merger Closing shall occur substantially contemporaneously with, and immediately following, the Closingbeen fulfilled.