Common use of Further Conditions to Sellers’ Obligations Clause in Contracts

Further Conditions to Sellers’ Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement is further subject to satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Purchaser contained in ARTICLE III of this Agreement that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such date, except for representations and warranties which expressly relate to an earlier date (in which case such representations that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects as of such earlier date), and Seller shall have received a certificate of Purchaser, executed on Purchaser’s behalf by an authorized executive officer of Purchaser, dated the Closing Date, certifying to such effect; (b) Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing, and Seller shall have received a certificate of Purchaser, executed on Purchaser’s behalf by an authorized executive officer of Purchaser, dated the Closing Date, certifying to such effect; and (c) Purchaser shall have executed and delivered to Seller the Transition Services Agreement, and such agreement shall be in full force and effect.

Further Conditions to Sellers’ Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement is further subject to satisfaction or waiver at (but no such waiver shall waive any rights or prior remedy otherwise available to the Closing Date Seller) of the following conditions: (a) The representations and warranties of Purchaser Buyer contained in ARTICLE Article III of this Agreement that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects, respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of such date, except for representations and warranties which expressly relate to an earlier are as of a different date (in or period which case such representations that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects as of such earlier date), and Seller shall have received a certificate of Purchaser, executed on Purchaser’s behalf by an authorized executive officer of Purchaser, dated the Closing Date, certifying to such effectother date or period; (b) Purchaser Buyer shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing, and ; (c) Seller shall have received a certificate of Purchaser, executed on Purchaser’s behalf by an authorized executive officer of Purchaser, dated the Closing Date, certifying to such effect; andall Seller Lender Approvals; (cd) Purchaser Buyer shall have executed and delivered to Seller (i) the Transition Services Agreement, (ii) the Supplier Agreement, (iii) the Co-Pack Agreement and such agreement (iv) the Escrow Agreement; and (e) Buyer shall be in full force have executed and effectdelivered to Xxxxx (i) the Assignment Agreement and (ii) the License Agreement.

Further Conditions to Sellers’ Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement is further subject to satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Purchaser contained in ARTICLE III of this Agreement that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such date, except for representations and warranties which expressly relate to an earlier date (in which case such representations that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects as of such earlier date), and Seller shall have received a certificate of Purchaser, executed on Purchaser’s 's behalf by an authorized executive officer of Purchaser, dated the Closing Date, certifying to such effect; (b) Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing, and Seller shall have received a certificate of Purchaser, executed on Purchaser’s 's behalf by an authorized executive officer of Purchaser, dated the Closing Date, certifying to such effect; and (c) Purchaser shall have executed and delivered to Seller the Transition Services Agreement, and such agreement shall be in full force and effect.

Further Conditions to Sellers’ Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement is further subject to satisfaction or waiver at (but no such waiver shall waive any rights or prior remedy otherwise available to the Closing Date Seller) of the following conditions: (a) The representations and warranties of Purchaser Buyer contained in ARTICLE Article III of this Agreement that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects, respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of such date, except for representations and warranties which expressly relate to an earlier are as of a different date (in or period which case such representations that are qualified as to materiality shall be true and correct and those that are not so qualified shall be true and correct in all material respects as of such earlier date)other date or period, and Seller Buyer shall have received delivered to Seller a certificate of Purchaser, executed on Purchaser’s behalf signed by an authorized appropriate executive officer confirming the accuracy of Purchaser, dated the Closing Date, certifying to such effectrepresentations and warranties; (b) Purchaser Buyer shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing, and ; (c) Seller shall have received a certificate of Purchaser, executed on Purchaser’s behalf by an authorized executive officer of Purchaser, dated the Closing Date, certifying to such effect; andall Seller Lender Approvals; (cd) Purchaser Buyer shall have executed and delivered to Seller (i) the Transition Services Agreement, (ii) the Supply Option Agreement, (iii) the Escrow Agreement and such agreement (iv) the Working Capital Escrow Agreement; and (e) Buyer shall, or shall be in full force cause the Company to, have delivered (i) the Assignment Agreement to Xxxxx and effect(ii) the License Agreement to Seller.