Common use of Seller’s Conditions to Closing Clause in Contracts

Seller’s Conditions to Closing. The obligations of the Sellers at the Closing are subject, at the option of the Sellers, to the satisfaction at or prior to the Closing of the following conditions: (a) All representations and warranties of the Buyer contained in this Agreement shall be true in all material respects at and as of the Closing and the Buyer shall have performed and satisfied all material obligations in all material respects required by this Agreement to be performed and satisfied by the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Buyer shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.3.

Seller’s Conditions to Closing. The obligations It is a condition to Sellers’ obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Sellers at the Closing are subjectDate, at the option (i) all of the Sellers, to the satisfaction at or prior to the Closing of the following conditions: (a) All Buyer’s representations and warranties of the Buyer contained in this Agreement hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects at all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and as of the Closing and the (iv) Buyer shall have performed delivered all other documents and satisfied all material other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in all material respects required by this Section 8(c) hereunder is not fulfilled, including any condition not, then Sellers shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be performed of no further force and satisfied by the Buyer at or prior effect, and Sellers shall be entitled to the Closing. The Deposit in accordance with Section 11(a) of this Agreement if Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer failed to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit shall have been obtained, and any waiting period (including any extension thereof) applicable be returned to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Buyer shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.3Buyer.

Seller’s Conditions to Closing. The obligations of Seller's obligation to close the Sellers at the Closing are subject, at the option of the Sellers, transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (ai) All The representations and warranties of the Buyer contained in this Agreement and in the Auxiliary Agreement shall be true and correct in all material respects at on the Closing Date with the same effect as if they were made on and as of the Closing Date, except that any such representation and warranty made as of a specified date (other than the date of this Agreement) shall have been true and correct in all material respects on and as of such date; (ii) Buyer shall have performed and satisfied all material obligations in all material respects required by all obligations and agreements and complied with all covenants contained in this Agreement and in the Auxiliary Agreement, or in any documents delivered in connection herewith, that are required to be performed and satisfied complied with by it on or before the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effectClosing Date; (biii) Seller shall have received a certificate from Buyer, executed on behalf of Buyer by its duly authorized officer, certifying that the conditions specified in Sections 3.3(b)(i) and 3.3(b)(ii) have been satisfied (the "Buyer's Closing Certificate"); (iv) No stay suits, actions, or injunction other proceedings shall have been obtained filed by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required any third party seeking to be obtained by the Sellers for prevent the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to or otherwise restrain the transactions transaction contemplated hereby under the HSR Act shall have expired herein or been terminated; seeking damages in connection therewith: and (ev) The Buyer Closing of the Auxiliary Agreement shall have executed and delivered closed or be closing contemporaneously with the documents required to be executed and delivered pursuant to Section 3.3Closing of this Agreement.

Seller’s Conditions to Closing. The obligations of Seller’s obligation to close the Sellers at the Closing are subject, at the option of the Sellers, transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (ai) All The representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at on the Closing Date with the same effect as if they were made on and as of the Closing Date, except that any such representation and warranty made as of a specified date (other than the date of this Agreement) shall have been true and correct in all material respects on and as of such date; (ii) Buyer shall have performed and satisfied all material obligations in all material respects required by all obligations and agreements and complied with all covenants contained in this Agreement or in any documents delivered in connection herewith, that are required to be performed and satisfied complied with by it on or before the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effectClosing Date; (biii) No stay or injunction Seller shall have been obtained received a certificate from Buyer, executed on behalf of Buyer by a court of competent jurisdiction restrainingits duly authorized officer, prohibiting or declaring illegal certifying that the purchase conditions specified in Sections 3.3(b)(i) and sale contemplated by this Agreement; (c3.3(b)(ii) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period satisfied (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated“Buyer’s Closing Certificate”); and (eiv) The Buyer No suits, actions, or other proceedings shall have executed and delivered been filed by any third party seeking to prevent the documents required to be executed and delivered pursuant to Section 3.3Closing or otherwise restrain the transaction contemplated herein or seeking damages in connection therewith.

Seller’s Conditions to Closing. The obligations of Sellers hereunder are subject to satisfaction of each of the Sellers following conditions at or before Closing, the Closing are subjectoccurrence of which may, at the option of the Sellers, to the satisfaction at or prior to the Closing of the following conditionsbe waived: (a) All representations and warranties of the Buyer contained in this Agreement shall be true in all material respects at on and as of the Closing in all material respects, and Buyer shall have delivered to Sellers a certificate to such effect dated as of the Closing Date; (b) Buyer shall have performed and satisfied all material obligations complied in all material respects required by with all of its obligations under this Agreement which are to be performed and satisfied or complied with by the Buyer at or prior to or on the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effectClosing Date; (bc) No stay or injunction Buyer shall have been obtained be willing and able to deliver the Purchase Price and all of the documents required to be delivered by a court it under Section 3.3 of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (cd) The entry by Sellers shall have approved the Bankruptcy Court form and substance of the Sale Order; (d) All material Consents legally required documents delivered by Buyer pursuant to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminatedthis Agreement; and (e) The Buyer Bankruptcy Court shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.3issued a final, nonappealable, unstayed, Sale Order.

Seller’s Conditions to Closing. The obligations of the Sellers at Seller’s obligation to proceed with the Closing are subject, at the option of the Sellers, is subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent, any of which may be waived in whole or in part by Seller: (a) All The simultaneous consummation of the Xxxxxxxxx Transaction. (b) The simultaneous execution of the Working Capital Increase Agreement with Tree in form attached hereto as Exhibit 6.2(b). (c) The representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, except for modifications to any representation or warranty, which may have been agreed to in writing by Seller. (d) Buyer shall have performed and satisfied all material obligations complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed and satisfied or complied with by the Buyer at on or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer Closing Date including delivery of the Buyer to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase Purchase Price and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Buyer shall have executed and delivered the documents required to be executed and delivered by Buyer pursuant to Section 3.33.3(b). (e) On the Closing Date, there shall exist no valid Order which prohibits or prevents, and no Action shall have been instituted or be threatened that seeks to prohibit or prevent, the consummation of the transactions contemplated by this Agreement.

Seller’s Conditions to Closing. The obligations of the Sellers Seller at the Closing are subject, at the option of the Sellersits option, to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions precedent: (a) All Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed by Buyer at or prior to the Closing and Seller shall have received a certificate to that effect from the president or a vice president of Buyer, dated the Closing Date; (b) The representations and warranties of the Buyer contained set forth in this Agreement shall be true and correct in all material respects (if not qualified by materiality), or true and correct (if qualified by materiality) when made and as of the Closing with the same effect as though made at and as of the Closing and the Buyer Seller shall have performed and satisfied all material obligations in all material respects required by this Agreement received a certificate to be performed and satisfied by that effect from the Buyer at president or prior to a vice president of Buyer, dated the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement;Closing Date; and (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) under the HSR Act applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Buyer expired, notice of early termination shall have executed been received, or a consent order issued (in form and delivered the documents required substance satisfactory to be executed and delivered pursuant to Section 3.3Seller) by or from applicable Governmental Authorities.

Seller’s Conditions to Closing. The obligations of the Sellers at Seller under this Agreement to proceed with the Closing are subject, at the option subject to satisfaction of the Sellers, to the satisfaction at or prior to the Closing all of the following conditions:applicable conditions set forth in this Section 9.(b) (collectively, "Seller's Conditions"). (ai) All On the Closing Date, all representations and warranties of the Buyer contained made by Purchaser in this Agreement shall must be true and correct in all material respects at as if made on and as of the Closing Date, in each case without regard to any qualifications as to materiality contained in such representations and warranties, except for those changes which are approved in writing by Seller. (ii) On the Buyer Closing Date, Seller shall have performed and satisfied all material obligations in all material respects required received Purchaser's Deliveries pursuant to Section 10.(e) below. (iii) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person may have been instituted against Seller, the Target Companies, or Purchaser that challenges the validity or legality of any of the transactions contemplated by this Agreement to be performed and satisfied by or otherwise affects the Buyer at or prior to the Closing. The Buyer Property. (iv) Purchaser shall have provided delivered to Seller a certificate, dated as of the Sellers with certificates Closing Date, executed by a responsible an officer of Purchaser, certifying the Buyer to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court fulfillment of the Sale Order; (dconditions specified in Sections 9.(b)(i) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Buyer shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.3hereof.

Seller’s Conditions to Closing. The obligations of Seller's obligation to close the Sellers at the Closing are subject, at the option of the Sellers, transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (ai) All The representations and warranties of the Buyer contained in this Agreement and in the Auxiliary Agreements shall be true and correct in all material respects at on the Closing Date with the same effect as if they were made on and as of the Closing Date, except that any such representation and warranty made as of a specified date (other than the date of this Agreement) shall have been true and correct in all material respects on and as of such date; (ii) Buyer shall have performed and satisfied all material obligations in all material respects required by all obligations and agreements and complied with all covenants contained in this Agreement and in the Auxiliary Agreements, or in any documents delivered in connection herewith, that are required to be performed and satisfied complied with by it on or before the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effectClosing Date; (biii) Seller shall have received a certificate from Buyer, executed on behalf of Buyer by its duly authorized officer, certifying that the conditions specified in Sections 3.3(b)(i) and 3.3(b)(ii) have been satisfied (the "Buyer's Closing Certificate"); (iv) No stay suits, actions, or injunction other proceedings shall have been obtained filed by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required any third party seeking to be obtained by the Sellers for prevent the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to or otherwise restrain the transactions transaction contemplated hereby under the HSR Act shall have expired herein or been terminated; seeking damages in connection therewith: and (ev) The Buyer Closing of the Auxiliary Agreements shall have executed and delivered occurred or be closing contemporaneously with the documents required to be executed and delivered pursuant to Section 3.3Closing of this Agreement.

Seller’s Conditions to Closing. The obligations of Seller's obligation to close the Sellers at the Closing are subject, at the option of the Sellers, transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (ai) All The representations and warranties of the Buyer contained in this Agreement and in the Auxiliary Agreements shall be true and correct in all material respects at on the Closing Date with the same effect as if they were made on and as of the Closing Date, except that any such representation and warranty made as of a specified date (other than the date of this Agreement) shall have been true and correct in all material respects on and as of such date; (ii) Buyer shall have performed and satisfied all material obligations in all material respects required by all obligations and agreements and complied with all covenants contained in this Agreement and in the Auxiliary Agreements, or in any documents delivered in connection herewith, that are required to be performed and satisfied complied with by it on or before the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effectClosing Date; (biii) Seller shall have received a certificate from Buyer, executed on behalf of Buyer by its duly authorized officer, certifying that the conditions specified in Sections 3.3(b)(i) and 3.3(b)(ii) have been satisfied (the "Buyer's Closing Certificate"); (iv) No stay suits, actions, or injunction other proceedings shall have been obtained filed by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required any third party seeking to be obtained by the Sellers for prevent the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to or otherwise restrain the transactions transaction contemplated hereby under the HSR Act shall have expired herein or been terminated; seeking damages in connection therewith: and (ev) The Buyer Closing of the Auxiliary Agreements shall have executed and delivered closed or be closing contemporaneously with the documents required to be executed and delivered pursuant to Section 3.3Closing of this Agreement.

Seller’s Conditions to Closing. The obligations obligation of the Sellers Seller to consummate the Transaction is subject to the fulfilment, prior to or at the Closing are subjectClosing, at the option of the Sellers, to the satisfaction at or prior to the Closing each of the following conditions:conditions (any or all of which may be waived in whole or in part by the Seller, in its sole discretion): (a) All 4.2.1. the representations and warranties of the Buyer contained Purchaser set out in this Agreement Section ‎6 shall be true and correct in all material respects at as of the date of this Agreement and shall be true and correct in all material respects (other than representations and warranties qualified by “material,” or “in all material respects,” which shall be true, correct and complete) as of the Closing and Date as though made again on the Buyer Closing Date (except to the extent expressly made as of a specific earlier date, in which case on such specified earlier date); 4.2.2. the Purchaser shall have performed and satisfied complied with all material obligations in and covenants (including the delivery of any and all material respects Closing deliverables under its responsibility which, for removal of doubt, includes the Joint Escrow Instruction) required by this Agreement the Transaction Documents to be performed and satisfied or complied with by the Buyer at or it prior to or at the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effect; (b) No stay or injunction 4.2.3. without prejudice to the generality of Section ‎4.2.2 above, the Purchase Price shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal deposited in the purchase and sale contemplated by this Agreement;Escrow Account; and (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing 4.2.4. no Proceeding shall have been obtainedinstituted before any Governmental Authority to enjoin, and any waiting period (including any extension thereof) applicable to restrain or prohibit the transactions contemplated hereby under consummation of the HSR Act shall have expired or been terminated; and (e) The Buyer shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.3Transaction.

Seller’s Conditions to Closing. The obligations of Seller's obligation to close the Sellers at the Closing are subject, at the option of the Sellers, transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (ai) All The representations and warranties of the Buyer contained in this Agreement and in the Auxiliary Agreements shall be true and correct in all material respects at on the Closing Date with the same effect as if they were made on and as of the Closing Date, except that any such representation and warranty made as of a specified date (other than the date of this Agreement) shall have been true and correct in all material respects on and as of such date; (ii) Buyer shall have performed and satisfied all material obligations in all material respects required by all obligations and agreements and complied with all covenants contained in this Agreement and in the Auxiliary Agreements, or in any documents delivered in connection herewith, that are required to be performed and satisfied complied with by it on or before the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effectClosing Date; (biii) Seller shall have received a certificate from Buyer, executed on behalf of Buyer by its duly authorized officer, certifying that the conditions specified in Sections 3.3(b)(i) and 3.3(b)(ii) have been satisfied (the "Buyer's Closing Certificate"); (iv) No stay suits, actions, or injunction other proceedings shall have been obtained filed by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required any third party seeking to be obtained by the Sellers for prevent the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to or otherwise restrain the transactions transaction contemplated hereby under the HSR Act shall have expired herein or been terminated; seeking damages in connection therewith: and (ev) The Buyer Closing of the Auxiliary Agreements shall have executed and delivered occurred or be closing contemporaneously with the documents required to be executed and delivered pursuant to Section 3.3.Closing of this Agreement. SECTION

Seller’s Conditions to Closing. The obligations of Seller hereunder are subject to the Sellers satisfaction of each of the following conditions at or before Closing, the Closing are subjectoccurrence of which may, at the option of the SellersSeller, to the satisfaction at or prior to the Closing of the following conditionsbe waived: (a) All representations and warranties of the Buyer contained in this Agreement shall be true in all material respects at on and as of the Closing as if made as of the Closing, and Buyer shall have delivered to Seller a certificate to such effect dated as of the Closing Date; (b) Buyer shall have performed and satisfied all material obligations complied in all material respects required by with all of its obligations under this Agreement which are to be performed and satisfied or complied with by the Buyer at or prior to or on the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effectClosing Date; (bc) No stay or injunction Buyer shall have been obtained be willing and able to deliver all of the items and documents required to be delivered by a court it under Article IV of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (cd) The entry by the Bankruptcy Court form and substance of the Sale Order;documents delivered by Buyer pursuant to this Agreement shall be reasonably acceptable to Seller and Seller's counsel; and (de) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any The waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Buyer Seller shall have executed and delivered received a notification of early termination of the documents required waiting period with respect to be executed and delivered pursuant to Section 3.3this Agreement.

Seller’s Conditions to Closing. The obligations obligation of Seller to consummate the Sellers at transactions contemplated hereunder are conditioned upon the Closing are subject, at the option of the Sellers, to the satisfaction at or prior to the Closing of the following conditionsfollowing: (a) All 2.4.1 The representations and warranties of the Buyer Purchaser contained in this Agreement herein shall be true in all material respects at and correct as of the Closing and the Buyer in all material respects. 2.4.2 Purchaser shall have performed and satisfied complied with all material obligations covenants and agreements required to be performed or complied with by Purchaser pursuant to this Agreement prior to or as of the Closing, in all material respects required by this Agreement to be performed and satisfied by the Buyer at or prior to the Closing. The Buyer respects. 2.4.3 Purchaser shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of the Sale Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (e) The Buyer shall have duly executed and delivered the documents and instruments required to be executed and delivered pursuant to Section 3.39.2 hereof. 2.4.4 The conditions set forth in Section 11.29 shall have been satisfied as provided therein. 2.4.5 If any of the foregoing conditions have not been satisfied as of the Date of Closing, then Seller shall be entitled to terminate this Agreement by giving Purchaser written notice to such effect, whereupon Title Company shall return the Deposit to Purchaser and the parties thereafter shall have no further rights or liabilities under this Agreement (except as otherwise provided in Section 10.1 if the failure of any of the foregoing conditions to be satisfied results from the breach of the terms of, or default under, this Agreement by Purchaser and except as otherwise provided to survive the termination of this Agreement).

Seller’s Conditions to Closing. The obligations of the Sellers at the Closing are subject, at the option of the Sellers, to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) All representations and warranties of the Buyer contained in this Agreement shall be true in all material respects at and as of the Closing and the Buyer shall have performed and satisfied all material obligations in all material respects required by this Agreement to be performed and satisfied by the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effect; (b) No stay or injunction shall have been obtained by a court of competent jurisdiction restraining, prohibiting or declaring illegal the purchase and sale contemplated by this Agreement; (c) The entry by the Bankruptcy Court of shall have entered the Sale Order and the Confirmation Order; (d) All material Consents legally required to be obtained by the Sellers for the Closing shall have been obtained, and any waiting period (including any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (ed) The Buyer shall have executed and delivered the documents required to be executed and delivered pursuant to Section 3.3.