Common use of Conditions to Obligations of Purchaser to Close Clause in Contracts

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 ’s obligation to consummate effect the transactions contemplated by this Agreement is subject to the satisfaction (or waiverwaiver 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 Sellers and Cantor 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 where the failure to be so true and correct (after excluding the effect of any Business Material Adverse Effect or other materiality qualifications) would not result in a Business Material Adverse Effect; except 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), except where date and (ii) the failure to representation and warranties in Section 4.2(a) and (b) (Acquired Subsidiaries) and Section 4.10(a) (Title) shall 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 Effectall material respects. (b) The covenants, agreements and obligations of Sellers and Cantor to be performed complied with on or before prior to the Closing Date pursuant to the terms of this Agreement shall have been duly and fully performed complied with in all material respects on or before the Closing DateClosing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser each of the deliverables documents specified in Section 3.33.4 hereof that is contemplated to be delivered at the Closing. (d) Purchaser shall have received at the Closing a certificate dated the Closing Date, which certificate shall be Date and 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.