Common use of Conditions of the Purchaser’s Obligation Clause in Contracts

Conditions of the Purchaser’s Obligation. The Purchasers' obligation to effect the Sale at the Closing is subject to the satisfaction (or waiver by the Purchasers) at or prior to Closing of the following conditions precedent: (a) Representations, Warranties and Covenants of the Parent. (i) The Sellers shall each have performed and complied in all material respects with their respective agreements and covenants contained herein to the extent required on, prior to or as of the Closing Date. (ii) The representations and warranties of the Parent contained (A) in Article III hereof, as subsequently modified by the provisions of Section 6.8 hereof, shall have been true and correct at and as of the date of this Agreement and at and as of the Closing Date, except for representations and warranties that are made as of a specific date or time, other than the date of the Agreement or the Closing Date, which shall be true as of such date and time and (B) in Article IV hereof, as subsequently modified by the provisions of Section 6.8 hereof, shall be true and correct at and as of the Closing Date, except for representations and warranties that are made as of a specific date or time other than the Closing Date, which shall be true as of such date or time. This condition shall be deemed satisfied unless the failure of the representations and warranties of the Parent in Article III and Article IV of this Agreement to be true and correct as contemplated above (ignoring (except as to Section 4.4(i)) all materiality and Material Adverse Effect qualifiers contained in such representations and warranties), in the aggregate, has had a Material Adverse Effect. (iii) The Sellers shall have taken such actions as are required to retire and extinguish the Business Intercompany Indebtedness and the Parent Intercompany Indebtedness.