Common use of Additional Conditions to Seller’s Obligation Clause in Contracts

Additional Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions contemplated by this Agreement is further subject to the satisfaction (or the waiver by Seller) of the following conditions on or before the Closing Date: 7.3.1 Each of the representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of the Signing Date or some other date shall be true and correct as of such date), except in each case where the failure of such representations and warranties to be true and correct, individually or in the aggregate, does not, and would not reasonably be expected to have, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement. 7.3.2 Buyer shall have performed and complied with in all material respects all of the covenants and agreements in this Agreement required to be performed and complied with by Buyer on or prior to the Closing Date. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7.3.3 Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, executed by an authorized officer of Buyer, certifying as to the satisfaction of each of the conditions set forth in Sections 7.3.1 and 7.3.2. 7.3.4 Buyer shall have duly executed and delivered to Seller on or prior to the Closing Date, the ▇▇▇▇ of Sale, the Assignment of Patents, the Assignment and Assumption Agreement, and the Transition Services Agreement.

Additional Conditions to Seller’s Obligation. Seller’s The obligation of Seller to consummate effect the transactions contemplated by this Agreement is further hereby shall be subject to the satisfaction (at or prior to the waiver by Seller) Closing of the following conditions on conditions, any or before all of which may be waived by Seller, in whole or in part, to the Closing Dateextent permitted by applicable Law: 7.3.1 Each of the representations and warranties (i) The Fundamental Representations of Buyer set forth in Article 4 shall be true and correct in all material respects as of the Signing Date date hereof and as of the Closing Date as though made on and as of the Closing Date (except that that, in each case, representations and warranties that by their terms speak as of a specified date shall have been true and correct only on such date) and (ii) each of the Signing Date or some other date representations and warranties of Buyer set forth in this Agreement shall be true and correct as (it being understood that, for purposes of such date), except in each case where determining the failure accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties to shall be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correctcorrect only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to have, individually or in the aggregate, does nota Buyer Material Adverse Effect, and would not reasonably be expected Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to have, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreementsuch effect. 7.3.2 (b) Buyer shall have performed and or complied with in all material respects with all of the agreements and covenants and agreements in required by this Agreement required to be performed and or complied with by Buyer it on or prior to the Closing Date. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with Date (including the Securities and Exchange Commission deliveries at Closing pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Section 1.5), as amended. 7.3.3 Buyer and Seller shall have delivered to Seller received a certificatecertificate of an executive officer of Buyer, dated as of the Closing Date, executed by an authorized officer of Buyer, certifying as to the satisfaction of each of the conditions set forth in Sections 7.3.1 and 7.3.2such effect. 7.3.4 Buyer shall have duly executed and delivered to Seller on or prior to the Closing Date, the ▇▇▇▇ of Sale, the Assignment of Patents, the Assignment and Assumption Agreement, and the Transition Services Agreement.

Additional Conditions to Seller’s Obligation. Seller’s The obligation of Seller to consummate effect the transactions contemplated by this Agreement is further hereby shall be subject to the satisfaction (at or prior to the waiver by Seller) Closing of the following conditions on conditions, any or before all of which may be waived by Seller, in whole or in part, to the Closing Dateextent permitted by applicable Law: 7.3.1 (a) Each of the representations and warranties of Buyer set forth in Article 4 this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in all material respects such representations and warranties shall be disregarded) as of the Signing Date date hereof and as of the Closing Date as though made on and as of the Closing Date (except that that, in each case, representations and warranties that by their terms speak as of the Signing Date or some other a specified date shall be have been true and correct as of only on such date), ) except in each case where the failure of such representations and warranties for failures that would not be reasonably likely to be true and correcthave, individually or in the aggregate, does nota Buyer Material Adverse Effect, and would not reasonably be expected Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to have, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreementsuch effect. 7.3.2 (b) Buyer shall have performed and or complied with in all material respects with all of the agreements and covenants and agreements in required by this Agreement required to be performed and or complied with by Buyer it on or prior to the Closing Date. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with Date (including the Securities and Exchange Commission deliveries at Closing pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Section 1.5), as amended. 7.3.3 Buyer and Seller shall have delivered to Seller received a certificatecertificate of an executive officer of Buyer, dated as of the Closing Date, executed by an authorized officer of Buyer, certifying as to the satisfaction of each of the conditions set forth in Sections 7.3.1 and 7.3.2such effect. 7.3.4 Buyer shall have duly executed and delivered to Seller on or prior to the Closing Date, the ▇▇▇▇ of Sale, the Assignment of Patents, the Assignment and Assumption Agreement, and the Transition Services Agreement.

Additional Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions contemplated by this Agreement is further subject to the satisfaction (or the waiver by Seller) of the following conditions on or before the Closing Date: 7.3.1 Each of the representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects as of the Signing Date and as of the Closing [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of the Signing Date or some other date shall be true and correct as of such date), except in each case where the failure of such representations and warranties to be true and correct, individually or in the aggregate, does not, and would not reasonably be expected to have, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement. 7.3.2 Buyer shall have performed and complied with in all material respects all of the covenants and agreements in this Agreement required to be performed and complied with by Buyer on or prior to the Closing Date. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7.3.3 Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, executed by an authorized officer of Buyer, certifying as to the satisfaction of each of the conditions set forth in Sections 7.3.1 and 7.3.2. 7.3.4 Buyer shall have duly executed and delivered to Seller on or prior to the Closing Date, the ▇▇▇▇ of Sale, the Assignment of Patents, the Assignment and Assumption Agreement, and the Transition Services Agreement.