Common use of Purchaser Closing Conditions Clause in Contracts

Purchaser Closing Conditions. The obligations of each Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver of each of the following conditions: (i) Each representation and warranty contained in Section 3.1 shall be true when made and on and as of the Closing Date as though such representation and warranty had also been made on and as of the Closing Date (other than representations and warranties expressly made as of another date, which shall be true and correct as of such other date), except to the extent that any such inaccuracies, individually or in the aggregate, would not have and would not reasonably be expected to have a Material Adverse Effect (it being understood and agreed that any materiality or Material Adverse Effect limitations in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Material Adverse Effect for purposes of this Section 2.3(c)(i)), and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(i), and certifying with respect to the Company’s certificate of incorporation, bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby. (ii) The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(ii). (iii) The Company shall have made all the deliveries required by Section 2.3(a) in form and substance reasonably satisfactory to each Purchaser.

Purchaser Closing Conditions. The obligations of each Purchaser to consummate effect the transactions contemplated hereby shall be Closing are also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by Purchaser at or waiver of each prior to the Closing of the following conditions: (i) Each representation (A) the representations and warranty contained warranties of the Company set forth in Section 3.1 (other than Sections 3.1(c), 3.1(d), 3.1(e), 3.1(i)(i) or 3.1(x)) shall be true when made and on correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) as of the date of this Agreement and as of the Closing Date as though such representation and warranty had also been made on and as of such date (except to the Closing Date (other than extent that such representation or warranty speaks to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties expressly made as to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) the representations and warranties of another date, which the Company set forth in Sections 3.1(i)(i) and 3.1(x) shall be true and correct as of such other datethe date of this Agreement and as of the Closing Date and (C) the representations and warranties of the Company set forth in Sections 3.1(c), 3.1(d) and 3.1(e) shall be true and correct (without giving effect as to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such inaccuraciesrepresentation or warranty speaks to an earlier date, individually or in the aggregate, would not have and would not reasonably be expected to have a Material Adverse Effect (it being understood and agreed that any materiality or Material Adverse Effect limitations in particular representations and warranties shall be disregarded in determining whether any which case as of such inaccuracies would have a Material Adverse Effect for purposes of this Section 2.3(c)(iearlier date)), and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(i), and certifying with respect to the Company’s certificate of incorporation, bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby.; (ii) The the Company shall have performed and complied with, in all material respects with all respects, its obligations, covenants and agreements and conditions contained in this Agreement required to be performed by it pursuant to this Agreement at or complied with by the Company prior to or at the Closing and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(ii).Closing; (iii) The the Company shall have made all delivered to Purchaser a certificate signed on behalf of the deliveries required Company by an executive officer and dated as of the Closing Date certifying that the conditions set forth in Section 2.3(a2.3(b)(i) in form and substance reasonably satisfactory to each PurchaserSection 2.3(b)(ii) have been satisfied; and (iv) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.

Purchaser Closing Conditions. The obligations of each Purchaser the Purchasers to consummate the transactions contemplated hereby shall be effect a Closing are also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Purchasers (or waiver any Permitted Transferees thereof) representing a majority of each the Purchased Shares at or prior to the applicable Closing of the following conditions: (i) Each representation (A) the representations and warranty contained warranties of the Company set forth in Section 3.1 Article III hereof (other than Sections 3.01, 3.02, 3.09 and 3.13) shall be true when made and on correct (disregarding all qualifications or limitations as to materiality or Material Adverse Effect) as of the date of this Agreement and as of the applicable Closing Date as though such representation and warranty had also been made on and as of such date (except to the extent that such representation or warranty speaks to an earlier date, in which case each of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, (B) the representations and warranties of the Company set forth in Section 3.02 shall be true and correct as of the applicable Closing Date as though made on and as of such Closing Date (other than representations and warranties expressly made as of another that refer to a specified date, which shall need only be true and correct on and as of such other specified date), ) except to the extent that any such for de minimis inaccuracies, individually or in and (C) the aggregate, would not have and would not reasonably be expected to have a Material Adverse Effect (it being understood and agreed that any materiality or Material Adverse Effect limitations in particular representations and warranties of the Company set forth in Sections 3.01, 3.09 and 3.13 shall be disregarded true in determining whether any such inaccuracies would have a Material Adverse Effect for purposes all material respects as of the date of this Section 2.3(c)(i)), Agreement and as of applicable Closing Date as though made on and as of such date; (ii) the Company has delivered shall have performed in all material respects its obligations required to Purchasers a certificate, executed be performed by it pursuant to this Agreement at or prior to the Chief Executive Officer and the Principal Financial Officer of the Company, dated the applicable Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(i), and certifying ; (iii) with respect to the Company’s certificate of incorporationInitial Closing, bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby.Notes Offering shall have been consummated, or shall be consummated concurrently with the Initial Closing; (iiiv) The the Company shall have performed and complied in delivered to the Purchasers all material respects with all agreements and conditions contained in this Agreement deliverables required to be performed or complied with delivered by the Company prior pursuant to or at the Closing and the Company has delivered to Purchasers a certificateSection 2.04(a); and (v) with respect any Subsequent Closing, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(ii)set forth on Exhibit A attached hereto. (iii) The Company shall have made all the deliveries required by Section 2.3(a) in form and substance reasonably satisfactory to each Purchaser.