Common use of Conditions of Purchaser Clause in Contracts

Conditions of Purchaser. The obligations of Purchaser to effect the Closing are also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by Purchaser at or prior to the Closing of each of the following conditions: (a) the representations and warranties of the Company: (i) set forth in Schedule B10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement; (ii) set forth in Schedule B2(a), (b), (d), (g) and (h) (Capital Structure) shall be true and correct as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time) other than de minimis inaccuracies or of inaccuracies resulting in de minimis impact (in each case after taking into account the impact of any actions taken by the Company pursuant to Section 2.5); (iii) set forth in Schedule B1(a) (Organization, Good Standing and Qualification), Schedule B3 (Corporate Authority; Approval and Fairness), Schedule B4(b)(i) (No Violations) and Schedule B20 (Brokers and Finders) (the representations and warranties contemplated by clause (ii) and this clause (iii) of this Section 4.3(a), collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time); and (iv) set forth in Schedule B (other than the representations and warranties contemplated by clauses (i), (ii) and (iii) of this Section 4.3(a)) shall be true and correct (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers contained therein) as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time), except where the failure of any such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) the Company shall have complied with and performed in all material respects all covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) since the date of this Agreement, there shall not have occurred any Effect that has had or would reasonably be expected to result in a Material Adverse Effect and that remains in effect; (d) Purchaser shall have received at the Closing a certificate signed on behalf of the Company by an executive officer of the Company (in such executive officer’s individual capacity as such and not in his or her personal capacity and without any personal liability) to the effect that the conditions set forth in Section 4.3(a) and Section 4.3(b) have been satisfied; and (e) except as expressly contemplated by Section 5.10, the Company or its applicable Affiliate shall have delivered a counterpart to each of the Transaction Documents to which the Company or any of its Affiliates is a party, in each case duly executed by the Company or its applicable Affiliate party thereto.

Conditions of Purchaser. The obligations of Purchaser to effect consummate the Closing are also Transactions shall be subject to the satisfaction (or, to the extent if permitted by applicable LawLegal Requirement, waiver by Purchaser (in its sole discretion)) of each of the following conditions at or prior to the Closing of each of the following conditionsClosing: (a) the representations and warranties of the Company: (i) set forth in Schedule B10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement; (ii) set forth in Schedule B2(a), (b), (d), (g) and (h) (Capital Structure) shall be true and correct as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time) other than de minimis inaccuracies or of inaccuracies resulting in de minimis impact (in each case after taking into account the impact of any actions taken by the Company pursuant to Section 2.5); (iii) set forth in Schedule B1(a) (Organization, Good Standing and Qualification), Schedule B3 (Corporate Authority; Approval and Fairness), Schedule B4(b)(i) (No Violations) and Schedule B20 (Brokers and Finders) (the representations and warranties contemplated by clause (ii) and this clause (iii) of this Section 4.3(a), collectively, the “The Seller Fundamental Representations”) Warranties shall be true and correct in all material respects as of the date Closing as if made on the Closing Date (other than any such warranty that is made as of this Agreement and a specific date, which warranty shall be have been true and correct in all material respects as if made of such date), (ii) the Seller Warranty set forth at the Closing (except to the extent that any such representation and warranty expressly speaks as paragraph 11.2 of a different date or time, in which case such representation and warranty Schedule 4 shall be true and correct in all respects as of the Closing as if made on the Closing Date (other than any such warranty that is made as of a specific date, which warranty shall have been true and correct in all respects as of such different date or time); and (iv) set forth in Schedule B (other than the representations and warranties contemplated by clauses (i), (ii) and (iii) of this Section 4.3(a)) shall be true and correct (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers contained therein) as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or timedate), except where for breaches or inaccuracies, as the failure of any such representations and warranties case may be, as to be so true and correct would notmatters that, individually or in the aggregate, would not be material to the Business, taken as a whole; and (iii) all other warranties contained in Schedule 4 of this Agreement shall be true and correct in all respects as of the Closing as if made on the Closing Date (other than any such warranty that is made as of a specific date, which warranty shall have been true and correct in all respects as of such date), except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect;; and (b) the Company shall have complied with and performed 4.1.2 The material covenants or agreements contained in all material respects all covenants and agreements this Agreement required to be performed or complied with by it under this Agreement Seller on or before the Closing (other than the covenant at or prior to the Closing; (cparagraph 1.2 of Schedule 2) since the date of this Agreement, there shall not have occurred any Effect that has had or would reasonably be expected to result in a Material Adverse Effect and that remains in effect; (d) Purchaser shall have received at the Closing a certificate signed on behalf of the Company by an executive officer of the Company (been performed or complied with in such executive officer’s individual capacity as such and not in his or her personal capacity and without any personal liability) to the effect that the conditions set forth in Section 4.3(a) and Section 4.3(b) have been satisfied; and (e) except as expressly contemplated by Section 5.10, the Company or its applicable Affiliate shall have delivered a counterpart to each of the Transaction Documents to which the Company or any of its Affiliates is a party, in each case duly executed by the Company or its applicable Affiliate party theretoall material respects.