Common use of Conditions to Obligations of Each Party to Effect the Closing Clause in Contracts

Conditions to Obligations of Each Party to Effect the Closing. The obligations of the Purchaser to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of the Purchaser: (a) All consents, approvals and authorizations required to be obtained to consummate the transactions contemplated hereby shall have been obtained from all applicable parties. (b) The Purchaser shall have been provided with a certificate executed on behalf of Seller by an authorized officer certifying that the conditions set forth in Section 6.1(a) and shall have been fulfilled. (c) Seller Parties shall have delivered to the Purchaser copies of resolutions adopted by the board of directors and shareholders of Seller authorizing the transactions contemplated by this Agreement, in each case certified by the Secretary of Seller as being true, complete and correct. (d) Seller shall have executed and delivered to the Purchaser the ▇▇▇▇ of Sale and Assumption Agreement. (e) Sellers shall have delivered executed copies of any and all documentation reasonably requested by the Purchaser relating to the Purchaser’s securing the rights to the Intellectual Property included in the Purchased DR Assets. (f) Seller shall have delivered irrevocable power of attorneys to persons designated by the Purchaser to facilitate, cause and register the transfers of the respective Subsidiaries’ Purchased Assets to the Purchaser (in substantially the form attached as Exhibit B hereto).