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

Conditions to Obligations of Seller to Effect the Closing. The obligation of Seller to effect the Closing is further subject to the fulfillment (or waiver by Seller) at or prior to the Closing of the following conditions: (i) The representations and warranties of Buyer set forth in Section 4.8 shall be true and correct in all respects as of the date hereof and at the Closing; and (ii) the other representations and warranties of Buyer set forth in Article IV shall be true and correct as of the date hereof and at the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to materiality or Buyer Material Adverse Effect contained in such representations and warranties) has not had, individually or in the aggregate, a Buyer Material Adverse Effect. (b) Buyer shall have performed in all material respects all material obligations and complied in all material respects with all material covenants required by this Agreement to be performed or complied with by it prior to the Closing. (c) Buyer shall have delivered a certified copy of the Supplemental Indenture, which shall be effective on the Closing Date. (d) Buyer shall have delivered a fully-executed copy of the Escrow Agreement to Seller, which agreement shall have been executed by the Escrow Agent and be in full force and effect, subject only to the deposit by ASC of $467,000,000 in cash into the Escrow Account pursuant to Section 5.11 of this Agreement upon the substantially contemporaneous consummation of the Albertson’s Asset Purchase and there shall be no reason to expect that such deposit will not be made substantially contemporaneously with the Closing. (e) Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.2(a), (b), (c) and (d) have been satisfied.

Conditions to Obligations of Seller to Effect the Closing. The obligation obligations of Seller to effect the Closing is further shall be subject to the fulfillment (or waiver by Seller) at satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law): (ia) The Each of the representations and warranties of Buyer Purchaser and Parent set forth in Section 4.8 this Agreement (other than the Purchaser Fundamental Representations) shall be true and correct (without regard to materiality or Material Adverse Effect qualifiers contained therein) on and as of the Closing Date with the same effect as though made at and as of such date (or if made as of a specified date, as of such date) except for such failures to be so true and correct that, individually or in the aggregate, would not have a material adverse effect on Purchaser or its ability to close the transactions contemplated hereby and (b) each of the Purchaser Fundamental Representations (i) that are not qualified by material adverse effect or other materiality qualifications shall be true and correct in all material respects on and as of the date hereof and at the Closing; Closing Date (or if made as of a specified date, as of such date) and (ii) the that are qualified by material adverse effect of other representations and warranties of Buyer set forth in Article IV shall materiality qualifiers will be true and correct in all respects (without disregarding any materiality qualifications) on and as of the date hereof and at Closing Date with the Closing Date, same effect as if though made at and as of such time date (except to the extent expressly or if made as of an earlier a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to materiality or Buyer Material Adverse Effect contained in such representations and warranties) has not had, individually or in the aggregate, a Buyer Material Adverse Effect. (b) Buyer shall have performed 7.3.2 Neither Purchaser nor Parent has failed to perform or comply with, in all any material respects all material obligations and complied in all material respects with all material covenants required by this Agreement respect, any covenant or agreement to be performed or complied with by it prior to the Closing. (c) Buyer shall have delivered a certified copy of the Supplemental Indenture, which shall be effective or on the Closing DateDate under this Agreement, the Access Agreement or the Seller TSA (with it being acknowledged that the failure to timely pay any amounts due thereunder shall constitute a material breach thereunder). (d) Buyer 7.3.3 Seller shall have delivered a fully-executed copy of obtained from all applicable third parties unconditional and irrevocable releases releasing Seller and its Affiliates from all the Escrow Agreement to Seller, which agreement Seller Security Instruments. 7.3.4 All Other Material Consents shall have been executed by obtained. 7.3.5 All Purchaser Plans and the Escrow Agent and Purchaser DB Pension Plan shall be in full force and effect, subject only effect and Purchaser shall have made all filings that are identified on Schedule 6.4.6 prior to the deposit by ASC of $467,000,000 in cash into the Escrow Account pursuant to Section 5.11 of this Agreement upon the substantially contemporaneous consummation of the Albertson’s Asset Purchase and there shall be no reason to expect that such deposit will not be made substantially contemporaneously with the Closing. (e) Buyer 7.3.6 Seller shall have received a full and unconditional release under the Collective Bargaining Agreements with respect to the Employees. 7.3.7 Purchaser shall have funded any amount required to be funded at or prior to Closing under the Seller TSA. 7.3.8 Purchaser shall have delivered to Seller a certificate, dated as of the Closing Date and signed those items required by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.2(a), (b), (c) and (d) have been satisfiedSection 2.3.