Conditions to Obligations of Purchaser to Close Clause Samples

Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to consummate the transactions contemplated by this Agreement and the Related Agreements is subject to the satisfaction at or before the Closing of all of the following conditions, any one or more of which may be waived by Purchaser, in Purchaser’s sole discretion: (a) All of the representations and warranties made by Seller and the Members in this Agreement must be (i) true and correct as of the date hereof and (ii) true and correct in all material respects at and as of the Closing as though made on the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case, such representations and warranties must be true and correct in all material respects as of such specified date); provided however that, with respect to subpart (ii) of this Section 3.2(a), such representations and warranties that are qualified by Materiality Qualifiers (as so qualified) and the Fundamental Representations must be true and correct in all respects at and as of the Closing as though made then and as though the Closing Date were substituted for the date of this Agreement throughout Sections 4.1 and 4.2. (b) Seller and the Members must have performed and complied in all material respects with all of their respective covenants, obligations and agreements in this Agreement to be performed and complied with at or before the Closing. (c) No Legal Proceeding will be pending or threatened with respect to Seller, the Members or the Business in which an unfavorable Order would: (i) prevent or materially impair the consummation of any of the transactions contemplated by this Agreement or any Related Agreement; or (ii) cause any of the transactions contemplated by this Agreement or any Related Agreement to be rescinded following consummation (and no such Order will be in effect). (d) As of the close of business on the Business Day immediately prior to the Closing, Seller will have levels of inventory at the Leased Real Property that are equal to or greater than the levels of inventory set forth on Exhibit B attached hereto (the “Minimum Closing Inventory Levels”). (e) Seller must have delivered to Purchaser or have caused to be delivered to Purchaser each of the following documents at or before the Closing: (i) a certificate of a duly authorized officer of Seller, dated as of the Closing Date and executed by such officer, to the effect that, as to Seller, each of the conditions specified in Sections 3.2(a), 3...

Conditions to Obligations of Purchaser to Close. Each and every obligation of Purchaser under this Agreement to be performed on or prior to the Closing shall be subject to the fulfillment, on or prior to the Closing, of each of the following conditions, which conditions each of the Company and Parent agrees to use best efforts to satisfy:

Conditions to Obligations of Purchaser to Close. Purchaser's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, prior to or at the Closing, of each of the following conditions: (a) Each of the representations and warranties of Sellers contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except where the failure to be so true and correct (without regard to any Business Material Adverse Effect or materiality qualifications set forth in any such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. (b) The obligations of Sellers to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly and fully performed in all material respects on or before the Closing Date. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser each of the deliverables specified in Section 3.3. (d) Purchaser shall have received at the Closing a certificate dated the Closing Date, which certificate shall be validly executed on behalf of each Seller by an appropriate executive officer of Parent, certifying that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied.

Conditions to Obligations of Purchaser to Close. Purchaser’s obligation to effect the Sale is subject to the satisfaction (or waiver by Purchaser in its sole discretion), prior to or at the Closing, of each of the following conditions: (a) (i) The representations and warranties of Sellers contained in Section 4.3(a) shall be true and correct except for any de minimis inaccuracies as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Sellers contained in Section 4.1(a), Section 4.3(b), Section 4.3(c) and Section 4.4 (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date and (iii) the other representations and warranties of Sellers contained in Article IV shall be true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall be true and correct only as of such particular date), except in the case of this clause (iii), where the failure to be so true and correct would not have, and would not reasonably be expected to have, a Business Material Adverse Effect.

Conditions to Obligations of Purchaser to Close. The obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

Conditions to Obligations of Purchaser to Close. Purchaser’s obligation to effect the Sale is subject to the satisfaction (or waiver by Purchaser in its sole discretion), prior to or at the Closing, of each of the following conditions: (a) (i) The representations and warranties of Sellers contained in Section 4.3(a) shall be true and correct except for any de minimis inaccuracies as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Sellers contained in Section 4.1(a), Section 4.3(b), Section 4.3(c) and Section 4.4 (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made

Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to acquire the Offered Shares as provided herein is subject to the satisfaction prior to or concurrently with the Closing of the following conditions: (a) The representations and warranties of the Company contained herein shall be true and correct in all materials respects at and as of the Closing as though then made; (b) The Company shall have satisfied each of its obligations hereunder; (c) The transactions contemplated by the Purchase Agreement shall be consummated concurrently with the Closing; and (d) Purchaser shall have received a certificate representing the Offered Shares.

Conditions to Obligations of Purchaser to Close. The obligation of Purchaser and Debt Merger Subs to effect the Closing is subject to the satisfaction (or waiver by Purchaser and Debt Merger Subs) as of the Closing of the following additional conditions:

Conditions to Obligations of Purchaser to Close. Purchaser’s obligation to effect the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Purchaser in its sole discretion), prior to or at the Closing, of each of the following conditions: (a)Each of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (read without regard to qualifications as to Company Material Adverse Effect or materiality) except where the failure of such representations and warranties to be so true and correct would not, and would not reasonably be expected to, result in a Company Material Adverse Effect; provided, that (i) those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date and (ii) the Seller Fundamental Representations shall be true and correct in all respects.