Common use of Conditions to Obligations of Parent and Buyer Clause in Contracts

Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to consummate the Closing is subject to the satisfaction of the following further conditions: (a) The representations and warranties of the Mobivity Sellers set forth in this Agreement shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) Each Mobivity Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Buyer shall have received a certificate signed by each Controlling Owner confirming Sections 7.02(a) and (b). (d) Buyer shall have received (i) resolutions duly adopted by the Board of Directors of MV and the members of Mobivity approving the execution and delivery of this Agreement and all other necessary or proper organizational action to enable the Mobivity Sellers to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of MV and Mobivity and the authority of MV and Mobivity for this Agreement, all in form and substance reasonable satisfactory to Buyer.

Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to consummate the Closing is subject to the satisfaction of the following further conditions: (a) The representations and warranties of Seller and the Mobivity Sellers Controlling Owners set forth in this Agreement shall be true and correct in all material respects (other than those representations and warranties which are qualified as to materiality, which shall be true and correct) as of the date of this Agreement, and shall also be true in all material respects (other than those representations and warranties which are qualified as to materiality, which shall be true and correct) (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) Each Mobivity of Seller and each Controlling Owner shall have performed in all material respects all obligations required to be performed by it or him under this Agreement at or prior to the Closing Date. (c) Buyer shall have received a certificate signed by each Controlling Owner the Chief Executive Officer(s) of Seller confirming Sections 7.02(a6.02(a) and (b). (d) Buyer shall have received (i) resolutions duly adopted by the Board of Directors of MV and the members of Mobivity Seller approving the execution and delivery of this Agreement and all other necessary or proper organizational action to enable the Mobivity Sellers Seller to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of MV and Mobivity Seller and the authority of MV and Mobivity Seller for this Agreement, all in form and substance reasonable satisfactory to Buyer.