Common use of Condition to Closing Clause in Contracts

Condition to Closing. (a) Notwithstanding anything to the contrary in this Agreement, the obligation of Seller to consummate the sale and purchase of the Option Shares contemplated hereby is subject to satisfaction of each of the following conditions: (i) The Board of Directors of Seller shall have approved the sale of the Option Shares on or before the Closing Date. (ii) The representations and warranties of Purchaser in this Agreement shall be true and complete in all material respects on and as of the Closing Date. (b) Notwithstanding anything to the contrary in this Agreement, the obligations of Purchaser to consummate the sale and purchase of the Option Shares contemplated hereby are subject to the condition that the representations and warranties made by Seller in this Agreement shall be true and complete in all material respects on and as of the Closing Date.