Common use of Other Conditions to the Obligations of Seller Clause in Contracts

Other Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby are subject to the satisfaction or, if permitted by applicable Law, waiver by Seller of the following further conditions: (a) the representations and warranties of Buyer set forth in (i) Section 4.2 shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), (ii) Section 4.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as to “materiality” or “Buyer Material Adverse Effect” set forth therein), does not constitute, individually or in the aggregate, a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and (c) Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by an executive officer of Buyer, certifying to the effect that the conditions set forth in paragraphs (a) and (b) of this Section 6.3 have been satisfied.

Other Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Seller of the following further additional conditions: (a) the representations and warranties of Buyer set forth in Article V (iwithout giving effect to any limitation or qualification as to “materiality” (including the word “material”) Section 4.2 or “Buyer Material Adverse Effect” contained therein), other than Fundamental Representations, shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement Closing Date as though made on and as of the Closing Date, as if made as of such time Date (except to the extent expressly unless made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct would not have or reasonably be expected to have a Buyer Material Adverse Effect; (iib) Section 4.8 the Fundamental Representations of Buyer set forth in Article V shall be true and correct in all respects as of the date of this Agreement on and as of the Closing Date, Date as if though made on and as of such time the Closing Date (except to the extent expressly unless made as of a specified date, in which case as of such date), representations and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), warranties shall be so true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of any such representations and warranties to be so true and correct (without giving would have only a de minimis adverse effect to any limitations on Seller, the Company and the MUI Subsidiaries, taken as to “materiality” or “Buyer Material Adverse Effect” set forth therein), does not constitute, individually or in the aggregate, a Buyer Material Adverse Effectwhole; (bc) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and; (cd) Buyer shall have delivered to Seller a certificatecertificate of an authorized officer of Buyer, dated as of the Closing Date and signed by an executive officer of BuyerDate, certifying to the effect that the conditions set forth specified in paragraphs (aSection 7.3(a), Section 7.3(b) and (bSection 7.3(c) of this Section 6.3 have been satisfied; and (e) Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.4(b).

Other Conditions to the Obligations of Seller. The In addition to the conditions set forth in Section 7.1, the obligations of Seller to consummate the transactions contemplated hereby are by this Agreement shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawSeller, waiver by Seller of each of the following further conditionsconditions at or prior to the Closing: (a) the representations and warranties of Buyer set forth in (i) Section 4.2 shall be true and correct in all respects, except for de minimis inaccuracies, as Each of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), (ii) Section 4.8 Buyer Fundamental Warranties shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date, as if made as of such time Date (except to the extent expressly that any such representations and warranties that are specifically made as of a specified date, particular date shall be true and correct in which case all respects (other than de minimis inaccuracies) as of such date), and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), ) each of the representations and warranties of Buyer contained in Article 4 of this Agreement (other than the Buyer Fundamental Warranties) shall be true and correct as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date, as if made as of such time Date (except to the extent expressly that any such representations and warranties that are specifically made as of a specified date, in which case particular date shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct as of such date (without giving effect regard to any limitations qualification as to “materiality” materiality or “Buyer Material Adverse Effect” set forth Effect included therein), does ) has not constitute, individually or in the aggregate, had and would not reasonably be expected to have a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied in all material respects with all each of the agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; (c) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, stating on behalf of Buyer that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and (cd) Buyer shall have delivered to Seller a certificatecounterpart of each Ancillary Agreement to which Buyer or any of its Affiliates is a party, dated as duly executed on behalf of the Closing Date and signed by an executive officer of Buyer, certifying to the effect that the conditions set forth in paragraphs (a) and (b) of this Section 6.3 have been satisfiedBuyer or such Affiliate.

Other Conditions to the Obligations of Seller. (a) The obligations of Seller to consummate the transactions contemplated hereby by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Seller of the following further conditions: (ai) the The representations and warranties of Buyer set forth in Article V hereof (iother than the representations and warranties set forth in Section 5.3(a) Section 4.2 hereof) shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement material respects at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of a specified date, in which case as of such date)date and in each case without giving effect to any limitations as to “material”, “materiality” or “Material Adverse Effect” as set forth therein) and (ii) the representations and warranties of Buyer set forth in Section 4.8 5.3(a) hereof shall be true and correct in all respects as of the date of this Agreement and respects, except for de minimis inaccuracies, as of the Closing Date, as if made at and as of such time the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date), and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as to “materiality” or “Buyer Material Adverse Effect” set forth therein), does not constitute, individually or in the aggregate, a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it Buyer under this Agreement on or prior to the Closing Date; provided, that all covenants set forth in Section 2.4(a) shall have been, or will at the Closing be, complied with in all respects; and (c) Buyer Xxxxx shall have executed and delivered to Seller a certificatecertificate of an authorized officer of Xxxxx, dated as of the Closing Date and signed by an executive officer of BuyerDate, certifying to the effect that the conditions set forth in paragraphs (aSection 7.3(a) and (bSection 7.3(b) of this Section 6.3 have been satisfiedsatisfied (the “Buyer Closing Certificate”).

Other Conditions to the Obligations of Seller. The obligations of Seller and the Company to consummate the transactions contemplated hereby by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Seller Seller) of the following further conditions: (a) the representations and warranties of Buyer set forth in (i) Section 4.2 shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), (ii) Section 4.8 Article 5 shall be true and correct in all respects as of the date of this Agreement Closing Date as if made on and as of the Closing Date, as if Date (except for such representations and warranties that are made solely as of such time (except to the extent expressly made as of a specified an earlier date, in which case as of such earlier date), except to the extent that the facts, events and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) circumstances that cause such representations and (ii), shall warranties to not be true and correct as of the date of this Agreement such dates have not had, and as of the Closing Date, as if made as of such time (except would not reasonably be expected to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as to “materiality” or “Buyer Material Adverse Effect” set forth therein), does not constitutehave, individually or in the aggregate, a Buyer Material Adverse Effectmaterial adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement or otherwise prevent or materially delay the Closing (provided, however, that for the purposes of the foregoing clause, qualifications as to “material”, “materiality” or a similar standard or qualification contained in such representations and warranties shall be disregarded); (b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and (c) prior to or at the Closing, Buyer shall have delivered to Seller the following closing documents: (i) a certificatecertificate of an authorized officer of Buyer, dated as of the Closing Date and signed by an executive officer of BuyerDate, certifying to the effect that the conditions set forth specified in paragraphs (aSection 7.3(a) and (bSection 7.3(b) of this Section 6.3 have been satisfied; (ii) a copy of the resolutions of Buyer’s board of directors (or other governing body), certified by a duly authorized officer of Buyer, approving the Purchase Agreement and the transactions contemplated hereby and authorizing the applicable officers of Buyer to execute and deliver this Agreement and the other agreements contemplated hereby to which Buyer is a party; (iii) the Transition Services Agreement, duly executed by the Company; and (iv) the Trademark License Agreement, duly executed by the Company.

Other Conditions to the Obligations of Seller. The In addition to the conditions set forth in Section 7.1, the obligations of Seller to consummate the transactions contemplated hereby are by this Agreement shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawSeller, waiver by Seller of each of the following further conditionsconditions as of the Closing: (a) the (i) The representations and warranties of Buyer set forth in (iSection 4.7(b) Section 4.2 shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), (ii) Section 4.8 the Buyer Fundamental Representations shall be true and correct in all material respects (without regard for any qualification as to materiality or Buyer Material Adverse Effect) as of the date of this Agreement hereof and as of the Closing Date, Date with the same force and effect as if made on and as of such time the Closing Date (except to the extent expressly that any such representations and warranties that are specifically made as of a specified date, particular date shall be true and correct in which case all material respects as of such specified date), ) and (iii) ARTICLE 4, each of the representations and warranties of Buyer contained in Article 4 of this Agreement (other than those specified set forth in the foregoing clauses (i) and (ii) of this Section 7.3(a), ) shall be true and correct as of the date of this Agreement hereof and as of the Closing Date, Date with the same force and effect as if made on and as of such time the Closing Date (except to the extent expressly that any such representations and warranties that are specifically made as of a specified date, in which case particular date shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct as of such date (without giving effect regard to any limitations qualification as to “materiality” materiality or “Buyer Material Adverse Effect” set forth Effect included therein), does ) has not constitute, individually or in the aggregate, had and would not reasonably be expected to have a Buyer Material Adverse Effect;. (b) Buyer shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and. (c) Since the date hereof, no Buyer Material Adverse Effect shall have occurred. (d) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, stating on behalf of Buyer that each of the conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied. (e) The Buyer Stock Consideration shall have been approved for listing on the NYSE, subject to official notice of issuance. (f) Buyer shall have delivered to Seller counterpart of each other Ancillary Agreement (other than any Ancillary Agreement entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a certificateparty, dated as in each case duly executed on behalf of Buyer or such Affiliate, and each Ancillary Agreement entered into prior to the Closing Date shall be in full force and signed by an executive officer of Buyereffect in accordance with its terms, certifying to the effect that the conditions set forth unless it has terminated or expired in paragraphs (a) and (b) of this Section 6.3 have been satisfiedaccordance with its terms.

Other Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Seller of the following further additional conditions: (a) the representations and warranties of Buyer set forth in Article V (iwithout giving effect to any limitation or qualification as to “materiality” (including the word “material”) Section 4.2 or “Buyer Material Adverse Effect” contained therein), other than Fundamental Representations, shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement Closing Date as though made on and as of the Closing Date, as if made as of such time Date (except to the extent expressly unless made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct would not have or reasonably be expected to have a Buyer Material Adverse Effect; (iib) Section 4.8 the Fundamental Representations of Buyer set forth in Article V shall be true and correct in all respects as of the date of this Agreement on and as of the Closing Date, Date as if though made on and as of such time the Closing Date (except to the extent expressly unless made as of a specified date, in which case as of such date), representations and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), warranties shall be so true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of any such representations and warranties to be so true and correct (without giving would have only a de minimis adverse effect to any limitations on Seller, the Company and the MUI Subsidiaries, taken as to “materiality” or “Buyer Material Adverse Effect” set forth therein), does not constitute, individually or in the aggregate, a Buyer Material Adverse Effectwhole; (bc) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and; (cd) Buyer Xxxxx shall have delivered to Seller a certificatecertificate of an authorized officer of Xxxxx, dated as of the Closing Date and signed by an executive officer of BuyerDate, certifying to the effect that the conditions set forth specified in paragraphs (aSection 7.3(a), Section 7.3(b) and (bSection 7.3(c) of this Section 6.3 have been satisfied; and (e) Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.4(b).

Other Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by Seller Seller) of the following further additional conditions: (a) (i) each of the representations and warranties of Buyer set forth contained in (i) Section 4.2 shall be true and correct in all respects, except for de minimis inaccuracies, as of the date Article V of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), (ii) Section 4.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct as of the date of this Agreement Closing Date as though made at and as of the Closing Date, as if made as of such time (other than representations and warranties that speak as of another specific date or time (including, for the avoidance of doubt, any representation or warranty specified herein as being made as of the Effective Date), which need only be true and correct as of such date or time), except to the extent expressly made as of a specified date, in which case as of such date), except where the failure that any and all failures of such representations and warranties to be so true and correct (without giving correct, taken as a whole, would not reasonably be expected to have a material adverse effect on Buyer’s ability to any limitations as perform its obligations hereunder or to “materiality” or “Buyer Material Adverse Effect” set forth therein), does not constitute, individually or in consummate the aggregate, a Buyer Material Adverse EffectTransactions; (b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it Buyer under this Agreement on or prior to before the Closing Date; and (c) Buyer shall have delivered to Seller (i) the documents required in accordance with Section 2.3, (ii) a certificatecertificate of an authorized officer of Buyer, dated as of the Closing Date and signed by an executive officer of BuyerDate, certifying to the effect that the conditions set forth specified in paragraphs (aSection 7.3(a) and (bSection 7.3(b) of this Section 6.3 have been satisfied, and (iii) a certificate of an authorized officer of Buyer, dated as of the Closing Date, attaching (A) its certificate of formation, as certified by the Secretary of State of the State of Delaware, (B) certificates from appropriate Governmental Entities, dated as of a recent date, as to the good standing and legal existence of Buyer in Delaware and in each jurisdiction in which it is qualified to do business and (C) a copy of resolutions of Buyer authorizing the execution, delivery and performance of this Agreement, the Buyer Documents and the Transactions.

Other Conditions to the Obligations of Seller. The In addition to the conditions set forth in Section 8.1, (i) the right of UK Buyer to exercise the UK Call Options and (ii) the obligations of the Seller Parties to consummate the transactions contemplated hereby are by this Agreement to occur at the Closing shall, in each case, be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawSeller, waiver by Seller of each of the following further conditionsconditions as of the Closing: (a) Each of the representations and warranties of the Buyer Parties set forth in (i) Section 4.2 4.1 (Organization and Authority of Buyer), Section 4.5 (Solvency) and Section 4.6 (Brokers) shall be true and correct in all respects, except for de minimis inaccuracies, material respects as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date, as if made as of except that any such time (except to the extent expressly representations and warranties that are specifically made as of a specified date, in which case as of such date), (ii) Section 4.8 particular date shall be true and correct in all material respects as of the such date and (ii) Article 4 of this Agreement (other than those set forth in clause (i) of this Section 8.3(a)) shall be true and correct (without regard to any qualification as to materiality or Buyer Material Adverse Effect included therein) as of the Closing Date with the same force and effect as if made on and as of the Closing Date, as if made as of except that any such time (except to the extent expressly representations and warranties that are specifically made as of a specified date, in which case as of such date), and (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), particular date shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as to “materiality” or “Buyer Material Adverse Effect” set forth therein), does not constituteof such date, individually or in the aggregate, has not had and would not reasonably be expected to have a Buyer Material Adverse Effect;. (b) Buyer shall have performed and complied in all material respects with all of the covenants and obligations required to be performed or complied with by it Buyer under this Agreement on at or prior to the Closing Date; andClosing. (c) Buyer Seller shall have delivered to Seller received a certificate, dated as of the Closing Date and signed by an executive a duly authorized officer of BuyerXxxxx, certifying to the effect stating on behalf of Buyer that each of the conditions set forth in paragraphs (aSection 8.3(a) and (bSection 8.3(b) of this Section 6.3 have has been satisfied. (d) The Internal Reorganization shall have been completed.