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

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by each of the Major Sellers, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) each of the representations and warranties of Acquirors shall be true and correct in all material respects, in each case, on and as of the date of this Agreement and at and as of the Closing, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date, in which case as of such earlier date; (b) Acquirors shall not have breached in any material respect their obligations and agreements required to be performed and complied with by them under this Agreement prior to the Closing Date; and (c) Sellers shall have received the items listed in Section 7.5.

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect sell and transfer the Closing and consummate the transactions contemplated by Ravenscroft Shares pursuant to this Agreement is subject to the satisfaction fulfillment, prior to or waiver by at the Closing, of each of the Major Sellers, following conditions (any or all of which may be waived in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions:Sellers): (a) each of the all representations and warranties of Acquirors Buyer to Sellers shall be true and correct in all material respects, in each case, on and respects as of the date of this Agreement hereof and at and as of the Closing, time of the Closing with the same force and effect as though those representations and warranties had been made on at and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date, in which case as of such earlier datethat time; (b) Acquirors Buyer shall not have breached performed and complied in any all material respect their respects with all obligations and agreements covenants required by this Agreement to be performed and or complied with by them under this Agreement Buyer prior to or at the Closing DateClosing; and (c) Sellers Buyer shall have received duly executed and delivered the items listed Notes to Sellers as set forth in Section 7.51.2 hereof.

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to effect the Closing and consummate the transactions contemplated by this Agreement is expressly subject to the satisfaction or waiver by each as of the Major Sellers, Closing of all of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part (by the Sellers): 7.1. The Buyer shall have materially complied with and duly performed all of the agreements and conditions on its part to the extent permitted by applicable Law), be complied with or performed pursuant to this Agreement on or prior to before the Closing Date of each of the following conditions:Closing. (a) each of the 7.2. The representations and warranties of Acquirors the Buyer contained in this Agreement or otherwise made in writing in connection with the transactions contemplated hereby shall be true and correct in all material respects, in each case, respects on and as of the date of this Agreement and at and as of the Closing, Closing with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date, in which case as of such earlier date;Closing. (b) Acquirors shall not have breached in any material respect their obligations and agreements required to be performed and complied with by them under this Agreement prior to the Closing Date; and (c) 7.3. The Sellers shall have received all of the items listed in documents and payments required pursuant to Section 7.59 hereof. 7.4. The Sellers shall not have validly terminated this Agreement pursuant to Section 11 hereof.

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by each of the Major Sellerswaiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) each of the representations and warranties of Acquirors shall be true and correct in all material respects, in each case, on and as of the date of this Agreement and at and as of the Closing, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date, date (in which case as of such earlier date); (b) Acquirors shall not have breached in any material respect their obligations and agreements required to be performed and complied with by them under this Agreement prior to the Closing Date; and (c) Sellers shall have received the items listed in Section 7.58.5.

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by each of the Major Sellerswaiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) each of the representations and warranties of Acquirors Acquiror shall be true and correct in all material respects, in each case, on and as of the date of this Agreement and at and as of the Closing, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date, date (in which case as of such earlier date); (b) Acquirors Acquiror shall not have breached in any material respect their its obligations and agreements required to be performed and complied with by them it under this Agreement prior to the Closing Date; and (c) Sellers shall have received the items listed in Section 7.5.