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

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived in whole or in part by the Sellers: (a) All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements; (c) All material consents and approvals relating to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts shall have been obtained; and

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions precedent, (any or all of which may be waived by Sellers, in whole or in part by the Sellers: part, subject to Applicable Law): (a) All of the representations and warranties made by Buyer in this Agreement of Purchaser and Guarantor contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent those representations and warranties of Purchaser and Guarantor that any such representation or warranty by its terms relates to an earlier speak of a certain date, which representations and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer warranties shall have performed or complied in all material respects with all covenantsbeen true and correct as of such date; provided, agreements however, that this condition shall be deemed to have been satisfied so long as any failure of such representations and conditions contained in this Agreement on its part required warranties to be performed true and correct, individually or complied with at in the aggregate, would not reasonably be expected to prevent, impede or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated materially delay or otherwise affect in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of any material respect the transactions contemplated by this Agreement ignoring solely for purposes of the satisfaction of this Section 11.3(a) any materiality qualifiers contained in such representations and warranties; (b) Purchaser and Guarantor shall have performed, in all material respects, all obligations required by this Agreement to be performed by them on or the Related Agreements; (c) All material consents and approvals relating prior to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts shall have been obtainedClosing Date; and60

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to the Closing Date, of each of the following conditions precedent, (any or all of which may be waived by Sellers in whole or in part to the extent permitted by the Sellers:applicable Law): (a) All the representations and warranties made by of Buyer in this Agreement shall Article IV must be true and correct in all material respects on as of the date hereof and as of the Closing Date with the same effect as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except for any failure of such representations and warranties to be true and correct that has not had been made a material adverse effect on and as the ability of Buyer to consummate the Closing Date, except transactions contemplated hereby (without giving effect to the extent that any such representation or warranty updates provided by its terms relates Buyer pursuant to an earlier date, and except to the extent of any change permitted by the terms Section 5.8 of this Agreement or consented to by Sellers, and Agreement); (b) Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in provisions of this Agreement on its part required to be performed or complied with at by it on or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilledDate; (bc) On the Closing Date, there shall exist no valid judicial order which would prohibit not be in effect any Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Related Agreements;hereby; and (cd) All material consents Buyer shall have delivered the documents and approvals relating to the Company instruments required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts shall have been obtained; anddelivered by it pursuant to Section 2.5(b).

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions precedent, (any or all of which may be waived by Sellers, in whole or in part by the Sellers:part, subject to Applicable Law): (a) All of the representations and warranties made by Buyer in this Agreement of Purchaser and Purchaser Parent contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent those representations and warranties of Purchaser and Purchaser Parent that any such representation or warranty by its terms relates to an earlier speak of a certain date, which representations and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer warranties shall have performed or complied in all material respects with all covenantsbeen true and correct as of such date; provided, agreements however, that this condition shall be deemed to have been satisfied so long as any failure of such representations and conditions contained in this Agreement on its part required warranties to be performed true and correct, individually or complied with at in the aggregate, would not reasonably be expected to prevent, impede or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated materially delay or otherwise affect in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of any material respect the transactions contemplated by this Agreement ignoring solely for purposes of the satisfaction of this Section 10.3(a) any materiality qualifiers contained in such representations and warranties; Table of Contents (b) Purchaser and Purchaser Parent shall have performed, in all material respects, all obligations required by this Agreement to be performed by them on or the Related Agreements; (c) All material consents and approvals relating prior to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts shall have been obtained; andClosing Date;

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions precedent, precedent (any or all of which may be waived by Sellers in whole or in part to the extent permitted by the Sellers:applicable Law): (a) All the representations and warranties made by Buyer of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects on respects, in each case, as of the date of this Agreement and as of the Closing Date with the same effect as if such representations and warranties had been though made on at and as of the Closing DateClosing, except to the extent that any such representation or warranty by its terms relates representations and warranties expressly relate to an earlier datedate (in which case such representations and warranties qualified as to materiality shall be true and correct, and except to the extent those not so qualified shall be true and correct in all material respects, on and as of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer such earlier date); (b) Purchaser shall have performed or and complied in all material respects with all covenants, obligations and agreements and conditions contained in required by this Agreement on its part required to be performed or complied with at by Purchaser on or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements; (c) All material consents and approvals relating to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts shall have been obtained; and

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to proceed with consummate the Closing shall be transactions contemplated by this Agreement is subject to the satisfactionfulfillment, on or prior to the Closing Date, of each of the following conditions precedent, any of (which may be waived in writing by Sellers in whole or in part to the extent permitted by the Sellers:applicable Law): (a) All The representations and warranties made by Buyer of Purchaser in this Agreement (i) that are qualified as to materiality shall be true and correct in all respects and (ii) that are not so qualified shall be true and correct in all material respects on respects, at and as of the Closing Date with the same force and effect as if such representations and warranties had been though made on at and as of the Closing Date, Date (except to the extent that any representation or warranty is made as of a specific date, in which case such representation or warranty by its terms relates to an earlier shall be true and correct as of such date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer ). (b) Purchaser shall have performed or and complied in all material respects with all covenants, agreements its obligations and conditions contained in covenants required by this Agreement on its part required to be performed or complied with at by it on or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements;in all material respects. (c) All material consents and approvals relating to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts Purchaser shall have delivered to Sellers a certificate, dated the Closing Date and signed by Purchaser’s chief executive officer and chief financial officer and its corporate secretary, stating that the conditions in Sections 8.2(a) and (b) have been obtained; andsatisfied.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with consummate the transactions contemplated by this Agreement on the Closing shall be Date are subject to the satisfaction, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived in whole or in part by the Sellers: (a) All the representations and warranties made by of Buyer in this Agreement shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if such those representations and warranties had been made on at and as of the Closing Date, Date (except to the extent that any such representation representations or warranty by its terms relates to warranties speak as of an earlier date, in which case such representations and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer warranties shall have performed or complied be true in all material respects as of such earlier date), except where the failure of such representations and warranties to be true would not have a material impact on Buyer’s ability to consummate the transactions contemplated by this Agreement; (b) Buyer shall have performed, in all material respects, all obligations and complied with all covenants, agreements and conditions contained in this Agreement on its part required covenants contemplated herein that are necessary to be performed or complied with by it at or prior to the before Closing. Buyer ; and (c) Sellers shall deliver to Sellers at the Closing have received a certificate of from an authorized officer of Buyer certifying that the satisfaction of the conditions stated set forth in this Section 8.2 have been fulfilled; clauses (a) and (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements; (c) All material consents and approvals relating to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts shall have been obtained; andSection 9.3.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to proceed with consummate the transactions contemplated by this Agreement on the Closing shall be Date is subject to the satisfaction, on satisfaction or waiver by Sellers at or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived in whole or in part by the Sellers: (a) All the representations and warranties made by of Buyer contained in this Agreement Article IV shall be true and correct in all material respects on (other than those representations and warranties of Buyer that are qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if such those representations and warranties had been made on at and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and time; (b) Buyer shall have performed or complied performed, in all material respects respects, all obligations and complied with all covenants, agreements and conditions contained in this Agreement on its part required covenants contemplated herein that are necessary to be performed or complied with by it at or prior to the before Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements;; and (c) All material consents and approvals relating to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts Buyer shall have been obtained; delivered (and, immediately prior to closing Buyer shall be ready, willing and able to deliver), to Sellers at Closing, the Closing deliveries described in Section 6.4(b).

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction, on or prior to or on the Closing Date, of each of the following conditions precedent, (any or all of which may be waived by Sellers in whole or in part to the extent permitted by the Sellers:applicable Law): (a) All each of the representations and warranties made by Buyer of Purchaser set forth in this Agreement shall be true and correct correct, in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as if such representations and warranties had been though made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer ; (b) Purchaser shall have performed or and complied in all material respects with all covenants, obligations and agreements and conditions contained in required by this Agreement on its part required and the other Purchase Documents to be performed or complied with at by Purchaser on or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements; (c) All material consents and approvals relating to no order providing for a stay of the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts Sale Order pending a timely filed appeal shall have been obtainedserved on any Seller or Purchaser; and (d) Sellers shall have received all of the items set forth in Section 4.3.