Common use of Further Conditions to the Seller's Obligations Clause in Contracts

Further Conditions to the Seller's Obligations. The ---------------------------------------------- obligation of the Seller to consummate the transactions contemplated hereby are further subject to satisfaction or waiver of the following conditions: (a) The representations and warranties of the Buyer contained in this Agreement (without giving effect to any "materiality" or Buyer Material Adverse Effect qualification or exception contained therein) shall be true and correct at and as of the Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except where the failure of such representations and warranties to be so true and correct does not have, and is not likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; (b) The 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; (c) The Buyer shall have delivered to the Seller an officer's certificate to the effect that each of the conditions specified above in Sections 5.2(a) and (b) is satisfied in all respects; (d) The Seller shall have received an opinion from counsel to the Buyer dated as of the Closing Date in substantially the form set forth in Exhibit C attached hereto; and (e) The Buyer shall have executed and delivered the Registration Rights Agreement.

Further Conditions to the Seller's Obligations. The ---------------------------------------------- obligation obligations of the Seller to consummate the transactions contemplated hereby are further subject to satisfaction or waiver by the Seller of the following conditions: (a) The representations and warranties of the Buyer contained in this Agreement (without giving effect to any "materiality" or Buyer Material Adverse Effect qualification or exception contained therein) shall be true and correct in all material respects (other than representations and warranties subject to "materiality" qualifiers, which shall be true, complete and correct as stated) at and as of the Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except where the failure of such representations and warranties to be so true and correct does not have, and is not likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; (b) The Buyer shall have performed and complied in all material respects with all agreements agreements, obligations and obligations covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) The Buyer shall have delivered to the Seller an officer's certificate reasonably satisfactory in form and substance to the Seller to the effect that each of the conditions specified above in Sections 5.2(a) and (b) is satisfied in all respects;; and (d) The Seller shall have received an opinion from counsel to the Buyer dated as of the Closing Date in substantially the form deliveries set forth in Exhibit C attached hereto; and (e) The Buyer shall have executed and delivered the Registration Rights AgreementSection 1.7.

Further Conditions to the Seller's Obligations. The ---------------------------------------------- obligation of the Seller to consummate the transactions contemplated hereby are further subject to satisfaction or waiver of the following conditions: (a) The representations and warranties of the Buyer contained in this Agreement (without giving effect to any "materiality" or Buyer Material Adverse Effect qualification or exception contained therein) shall be true and correct at and as of the Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except where the failure of such representations and warranties to be so true and correct (i) does not have, and is not likely to have, individually or in the aggregate, a Buyer Material Adverse EffectEffect or (ii) results from changes specifically permitted by this Agreement or from any transaction expressly consented to in writing by the Buyer and the Seller; (b) The 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; (c) The Buyer shall have delivered or tendered to the Seller an officer's certificate to the effect that each of the conditions specified above in Sections 5.2(a) and (b) is satisfied in all respects;satisfied; and (d) The Seller Each of the documents referred to in Section 1.6 shall have received an opinion from counsel been executed by the Buyer and delivered to the Buyer dated as of the Closing Date in substantially the form set forth in Exhibit C attached hereto; and (e) The Buyer shall have executed and delivered the Registration Rights AgreementSeller.

Further Conditions to the Seller's Obligations. The ---------------------------------------------- obligation of the Seller to consummate the transactions contemplated hereby are further subject to satisfaction or waiver by the Seller of the following conditions: (a) The representations and warranties of the Buyer contained in this Agreement (without giving effect to any "materiality" or Buyer Material Adverse Effect qualification or exception contained therein) shall be true and correct in all material respects (other than representations and warranties subject to "materiality" or "Material Adverse Effect" qualifiers, which shall be true, complete and correct as stated) at and as of the Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except where the failure of such representations and warranties to be so true and correct does not have, and is not likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; (b) The Buyer shall have performed and complied in all material respects with all agreements agreements, obligations and obligations covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) The Buyer shall have delivered to the Seller an officer's certificate reasonably satisfactory in form and substance to the Seller to the effect that each of the conditions specified above in Sections 5.2(a) and (b) is satisfied in all respects;; and (d) The Seller shall have received an opinion from counsel to the Buyer dated as of the Closing Date in substantially the form deliveries set forth in Exhibit C attached hereto; and (e) The Buyer shall have executed Section 1.6 and delivered the Registration Rights Agreement1.7.

Further Conditions to the Seller's Obligations. The ---------------------------------------------- obligation of the Seller to consummate the transactions contemplated hereby are further subject to satisfaction or waiver of the following conditions: (a) The representations and warranties of the Buyer contained in this Agreement shall be true and correct (without giving effect to any "materiality" or Buyer Material Adverse Effect qualification or exception contained therein) shall be true as of the date hereof and correct at and as of the Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except where the failure of such representations and warranties to be so true and correct does not have, and is not likely to have, individually or in the aggregate, a Buyer Material Adverse Effect;. (b) The Buyer shall have performed and complied in all material respects with all agreements and obligations required by this Agreement (except for the covenants set forth in Sections 4.5, 4.6 and 4.13(i)(a)) to be performed or complied with by it on or prior to the Closing;. (c) The Buyer shall have delivered to the Seller an officer's certificate to the effect that each of the conditions specified above in Sections Section 5.2(a) and (b) is satisfied in all respects; (d) The Seller shall have received an opinion from counsel to the Buyer dated as of the Closing Date in substantially the form set forth in Exhibit C attached hereto; and (e) The Buyer shall have executed and delivered the Registration Rights Agreement.