Common use of Conditions Precedent to Obligations of Purchaser Clause in Contracts

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; and (d) there shall not have been or occurred any material adverse change in the business or operations of the Company.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Sellers Company contained herein shall be true and correct as of the date hereof and as of the Closing Datehereof; (b) all representations and warranties of the Sellers Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers Company contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Sellers Company shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; and; (d) there the Purchaser shall not have been or occurred any material adverse change furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the business or operations Purchaser) executed by the Company certifying as to the fulfillment of the Company.conditions specified in Sections 6.1(a), 6.1

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable lawLaw): (a) all the representations and warranties of the Sellers contained herein set forth in this Agreement shall be true and correct as of the date hereof at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Sellers shall have performed and complied in all material respects with all obligations and covenants agreements required by in this Agreement to be performed or complied with by them on or it prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Parent on behalf of Sellers, dated the Closing Date, to the forgoing effect; and (dc) there Sellers shall not have been delivered, or occurred any material adverse change in the business or operations caused to be delivered, to Purchaser all of the Companyitems set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is transaction hereunder shall be subject to the fulfillment, fulfillment on or prior to before the date of Closing Date, of each all of the following conditions (conditions, any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):its sole discretion: (a) Seller shall have delivered to Purchaser all representations and warranties of the Sellers contained herein shall items required to be true and correct as delivered to Purchaser pursuant to the terms of the date hereof and as of the Closing Datethis Agreement, including but not limited to, those provided for in Section 4.2 hereof; (b) all representations and warranties All of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers Seller contained herein not qualified as to materiality in this Agreement shall be true and correct in all material respects, at and respects as of the date of Closing Date (with the same effect as though those representations and warranties had been made again at and as of that timeappropriate modifications permitted under this Agreement); (c) The members of the Sellers Board of Directors of the Condominium and the Officers of the Condominium shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to deliver written notices resigning their respective positions of the Condominium effective the date of the Closing Date(collectively, the "Board Resignation Letters"); and (d) there Seller shall not have been or occurred any performed and observed, in all material adverse change in the business or operations respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Companydate of Closing.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is herein are subject to the fulfillmentsatisfaction, on or prior to the Closing DateClosing, of each all of the following conditions (conditions, the compliance with, or occurrence of, any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):Purchaser in writing in its sole discretion: (a) all The representations and warranties of the Sellers Seller contained herein in this Agreement shall be true correct and correct complete as of the date hereof made and as of the Closing Date;with the same force and effect as though made on and as of the Closing. (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Sellers Seller shall have performed and complied in all material respects respect with all obligations covenants and covenants agreements required by this Agreement to be performed or complied with by them Seller on or prior to the Closing Date; andClosing. (c) Purchaser shall have completed its due diligence examination of the Company set forth in Section 7 hereof, the results of which shall have been satisfactory to Purchaser in its sole judgement. (d) there All necessary agreements, consents and approvals from third parties required to be obtained by Seller, whose consent or approval is necessary to the transfer of the Shares to Purchaser shall not have been or occurred any material adverse change in the business or operations of the Companyduly, validly and unconditionally granted.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by under this Agreement is are, at the option of Purchaser, subject to the fulfillment, on or prior to the Closing Date, of each satisfaction of the following conditions (any precedent on or all before the Closing Date. 8.1 Warranties True as of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):Both Present Date and Closing Date; Covenants. (a) all Each of the representations and warranties of the Sellers contained herein shall be true and correct in all material respects (except for such changes as are contemplated by the terms of the date hereof this Agreement) on and as of the Closing Date; Date (b) all except for representations and warranties made as of the Sellers contained herein qualified as to materiality a specified date, which shall be true and correct, correct as of that date) with the same force and effect as though made on and as of the Closing Date except that those representations and warranties of the Sellers contained herein not that are qualified as to materiality by materiality, Material Adverse Effect, or similar phrase shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;. (cb) the Sellers shall have performed and complied in all material respects with all the obligations and covenants required by this Agreement to be performed or complied with by them Sellers on or prior to the Closing Date; and (d) there shall not have been or occurred any material adverse change in the business or operations of the Company.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate effect the transactions contemplated by this Agreement is subject to the fulfillment, on satisfaction or prior to the Closing Date, waiver of each of the following conditions (any on or all of which may be waived by before the Purchaser in whole or in part to the extent permitted by applicable law):Closing Date: (a) all All representations and warranties of the Sellers Seller contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality in this Agreement shall be true and correct in all material respects, at and respects as of the Closing Date with the same effect as though those if such representations and warranties had been made again at or given on and as of that time; (c) the Sellers shall have performed Closing Date; all covenants and complied in all material respects with all obligations and covenants required by this Agreement conditions to be performed or complied with met by them Seller on or prior to the Closing Date shall have been so performed or met in all material respects; and on the Closing Date; and, Purchaser shall have received an officers' certificate, dated as of the Closing Date, signed by the chief financial officer or another senior executive officer of Seller, attesting to such facts to the best knowledge of that officer after reasonable inquiry. (db) there Except as otherwise provided herein Seller shall not have been obtained all consents and approvals which are necessary or occurred any material adverse change advisable in the business or operations connection with its consummation of the Companytransactions contemplated hereby and shall have delivered executed copies thereof to Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is transaction hereunder shall be subject to the fulfillment, fulfillment on or prior to before the date of Closing Date, of each all of the following conditions (conditions, any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):its sole discretion: (a) Seller shall have delivered to Purchaser all representations and warranties of the Sellers contained herein shall items required to be true and correct as delivered to Purchaser pursuant to the terms of the date hereof and as of the Closing Datethis Agreement, including but not limited to, those provided for in Section 4.2 hereof; (b) all representations and warranties All of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers Seller contained herein not qualified as to materiality in this Agreement shall be true and correct in all material respects, at and respects as of the date of Closing Date (with the same effect as though those representations and warranties had been made again at and as of that timeappropriate modifications permitted under this Agreement); (c) The members of the Sellers Board of Directors of the Condominium and the Officers of the Condominium shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to deliver written notices resigning their respective positions of the Condominium effective the date of the Closing Date(collectively, the “Board Resignation Letters”); and (d) there Seller shall not have been or occurred any performed and observed, in all material adverse change in the business or operations respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Companydate of Closing.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;; and (c) the Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; and (d) there shall not have been or occurred any material adverse change in the business or operations of the Company.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Datehereof; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; and; (d) there the Purchaser shall not have been or occurred any material adverse change furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the business or operations Purchaser) executed by each Seller certifying as to the fulfillment of the Company.conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement hereby is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable lawpart): (a) all the representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Sellers contained set forth herein qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations and warranties of the Sellers contained herein those not so qualified as to materiality shall be true and correct in all material respects, as of the date of this Agreement and at and as of the Closing Date with the same effect as though those made on the Closing Date, except to the extent such representations and warranties had been made again at relate to an earlier date (in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of that timesuch earlier date); (cb) the Sellers shall have performed and complied in all material respects with all obligations and covenants agreements required by this Agreement herein to be performed or complied with by them on or the Sellers pursuant to this Agreement prior to the Closing Date; and; (dc) there Purchaser shall not have been received a certificate signed by an authorized officer or occurred any material adverse change in the business or operations member, as applicable, of each of the Company.Sellers, dated the Closing Date, to the effect of the matters contained in clauses (a) and (b) of this Section 10.1;

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable lawLaw): (a) all the representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Sellers contained herein Seller qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein those not so qualified as to materiality shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing Date with Closing, except to the same effect as though those extent such representations and warranties had been made again at expressly speak as of an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of that timesuch earlier date); (cb) Seller and the Sellers Company shall have performed and complied in all material respects with all obligations and covenants agreements required by in this Agreement to be performed or complied with by them on or prior to the Closing Date; and (d) there shall not have been or occurred any material adverse change in the business or operations of the Company.;

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable lawApplicable Law): (a) all the representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Sellers contained herein Seller set forth in this Agreement that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and the representations and warranties of the Sellers contained herein those not so qualified as to materiality shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing as though made at and as of the Closing Date with Closing, except to the same effect as though those extent such representations and warranties had been made again at expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of that timesuch earlier date); (cb) the Sellers Seller shall have performed and complied in all material respects with all obligations and covenants agreements required by in this Agreement or the Ancillary Agreements to be performed or complied with by them on or it prior to the Closing Date; and; (dc) there shall not have been or occurred any material adverse change in event, change, occurrence or circumstance that has had or has a reasonable likelihood of having a Material Adverse Effect since the business or operations date of the Company.this Agreement;

Conditions Precedent to Obligations of Purchaser. The obligation of the ------------------------------------------------ Purchaser to consummate perform, fulfill or carry out its agreements, undertakings and obligations herein made or herein agreed to be performed, fulfilled or carried out on the transactions contemplated by this Agreement Closing Date is and shall be subject to the fulfillmentfulfillment of or compliance with, on or prior to the Closing Date, of each of the following conditions (precedent, any or all of which may be waived in writing by the Purchaser in whole or in part to the extent permitted by applicable law):Purchaser: (a) all Representations, Warranties and Covenants ----------------------------------------- (i) Each of the representations and warranties of the Sellers Seller contained herein in this Agreement shall be have been true and correct in all material respects as of the date hereof when made, and shall be deemed to be made again on and as of the Closing Date; (b) all representations Date and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall then be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;; and (cii) the Sellers Seller shall have performed and complied in all material respects with all obligations each and covenants every covenant and agreement required by this Agreement to be performed or complied with by them on or it prior to or on the Closing Date; and (d) there shall not have been or occurred any material adverse change in the business or operations of the Company.