Common use of Conditions Applicable to Purchaser Clause in Contracts

Conditions Applicable to Purchaser. The obligations of Purchaser to effect the Closing and pay the Purchase Price pursuant to Section 2.3 hereof, shall be subject to the satisfaction of the following conditions, as of the Closing Date, any of which may be waived in writing by Purchaser in its sole discretion: (a) The representations and warranties set forth in the Transaction Documents shall be true, correct and complete in all material respects on and as of the Closing Date (except that representations and warranties that refer to a specific earlier date shall be true and correct on such earlier date). (b) All notices to and consents, approvals, authorizations and waivers from Third Parties and Governmental Authorities that are required for the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents shall have been obtained or provided for and shall remain in effect. (c) All of the Transaction Documents shall have been executed and delivered by Seller to Purchaser, and Purchaser shall have received the same. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed (d) The Protective Rights Agreement shall have been duly executed and delivered by all the parties thereto, together with UCC-1 financing statements for filing under the UCC in Oregon, and such agreement shall be in full force and effect. (e) Bayer shall have executed and delivered a fully executed copy of the Bayer Consent to Purchaser substantially in the form set forth in Exhibit B. (f) Seller shall have complied in all material respects with its obligations hereunder and under the other Transaction Documents. (g) There shall not have occurred any event or circumstance that could reasonably be expected to have an Adverse Change. (h) The Parties and the Escrow Agent shall have executed the Joint Escrow Agreement and established the Joint Escrow Account.

Conditions Applicable to Purchaser. The obligations of Purchaser to effect the Closing and pay the Purchase Price pursuant to Section 2.3 hereof, shall be subject to the satisfaction of the following conditions, as of the Closing Date, any of which may be waived in writing by Purchaser in its sole discretion: (a) The representations and warranties set forth in the Transaction Documents shall be true, correct and complete in all material respects on and as of the Closing Date (except that representations and warranties that refer to a specific earlier date shall be true and correct in all material respects on such earlier date).) and Seller shall have certified to this in writing at the Closing; (b) All notices to and consents, approvals, authorizations and waivers from Third Parties and Governmental Authorities that are required for the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents shall have been obtained or provided for and shall remain in effect.; (c) All of the Transaction Documents shall have been executed and delivered by Seller to Purchaser, and Purchaser shall have received the same. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed; (d) The Protective Rights Agreement UCC-1 financing statement shall have been duly executed and delivered by all the parties thereto, together with UCC-1 financing statements for filing under in the UCC in Oregon, and such agreement shall be in full force and effect.proper jurisdiction; (e) Bayer Novartis shall have executed and delivered a fully executed copy of the Bayer Novartis Consent to Purchaser substantially in the form set forth in attached hereto as Exhibit B.B; 35 (f) Seller shall have complied in all material respects with its obligations hereunder and under the other Transaction Documents.Documents and Seller shall have certified to this in writing at the Closing; and (g) There shall not have occurred any event or circumstance that could reasonably be expected to have an Adverse Change. (h) The Parties and the Escrow Agent shall have executed the Joint Escrow Agreement and established the Joint Escrow Account.

Conditions Applicable to Purchaser. The obligations of Purchaser under this Agreement to effect consummate the Closing and pay the Purchase Price pursuant to Section 2.3 hereof, shall be transactions contemplated by this Agreement are subject to the fulfillment or satisfaction (or waiver at its discretion), on or prior to Closing, of the following conditions, as of the Closing Date, any of which may be waived in writing by Purchaser in its sole discretion: (a) The representations and warranties set forth of Seller contained in the Transaction Documents this Agreement shall be truetrue and correct on the date hereof, and shall also be true and correct and complete in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except (except that i) to the extent such representations and warranties that refer to a specific speak as of an earlier date shall and (ii) where the failure of such representations and warranties to be so true and correct on such earlier date)has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. (b) All notices to the terms, covenants and consents, approvals, authorizations and waivers from Third Parties and Governmental Authorities that are required for the consummation conditions of the transactions contemplated by this Agreement to be complied with or any of performed by Seller on or before the Transaction Documents Closing Date shall have been obtained complied with or provided for and shall remain performed in effectall material respects. (c) All At the Closing, Seller shall have delivered to Buyer a certificate (the “Seller’s Incumbency Certificate”) of a Seller’s Secretary or an Assistant Secretary or other qualified officer and dated the Closing Date certifying: (i) the incumbency of the Transaction Documents shall have been officers signing this Agreement and the documents contemplated herein to be executed and delivered by Seller to Purchaser, and Purchaser shall have received the same. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material Seller; and (ii) would certifying the resolutions of the Board of Directors of Seller authorizing this Agreement and the transactions contemplated herein, and (iii) Seller’s certificate of incorporation and by-laws to be competitively harmful if publicly disclosedtrue, complete and in full force and effect and unmodified as of the Closing Date. (d) The Protective Rights Agreement Seller shall have been duly executed and delivered by all of the parties thereto, together with UCC-1 financing statements for filing deliverables required under the UCC in Oregon, and such agreement shall be in full force and effectSection 4.2(a). (e) Bayer shall have executed and delivered a fully executed copy of the Bayer Consent to Purchaser substantially in the form set forth in Exhibit B. (f) Seller shall have complied in all material respects with its obligations hereunder and under the other Transaction Documents. (g) There shall not have occurred any event or circumstance that could reasonably and be expected to have an continuing a Material Adverse ChangeEffect. (h) The Parties and the Escrow Agent shall have executed the Joint Escrow Agreement and established the Joint Escrow Account.