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

Conditions to the Obligations of Parent and Buyer. The obligation of each of Parent and Buyer to consummate the Transaction contemplated by this Agreement is subject to the satisfaction or, to the‌ extent permitted by applicable Law, waiver in writing by each of the Parent and the Buyer, at or prior to Closing, of the following conditions: (a) (i) the representations and warranties of Company set forth in Section 3.2(a), (c), (d) and (e) (in each case solely with respect to Company), shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly‌ speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects, except for de minimis inaccuracies, only as of such earlier date), (ii) the representations and warranties of Company set forth in the Fundamental Representations (except for the representations and warranties of Company set forth in Section 3.2(a) (c), (d) and (e) (in each case solely with respect to Company)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), and (iii) the other representations and warranties of Company set forth in Article III of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date), except in each case where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) would not, individually or in the aggregate, have a Company Material Adverse Effect; (b) Company shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing;‌ (c) since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect; and (d) ▇▇▇▇▇▇ and ▇▇▇▇▇ shall have received at the Closing a certificate signed on behalf of Company by an executive officer of Company certifying that the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied.

Conditions to the Obligations of Parent and Buyer. The obligation of each of Parent and Buyer ▇▇▇▇▇ to consummate the Transaction contemplated by this Agreement is subject to the satisfaction or, to the‌ the extent permitted by applicable Law, waiver in writing by each of the Parent and the Buyer, at or prior to Closing, of the following conditions: (a) (i) the representations and warranties of Company set forth in Section ‎Section 3.2(a), (c), (d) and (e) (in each case solely with respect to Company), shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly‌ expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects, except for de minimis inaccuracies, only as of such earlier date), (ii) the representations and warranties of Company set forth in the Fundamental Representations (except for the representations and warranties of Company set forth in Section ‎Section 3.2(a) (c), (d) and (e) (in each case solely with respect to Company)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), and (iii) the other representations and warranties of Company set forth in Article ‎Article III of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date), except in each case where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) would not, individually or in the aggregate, have a Company Material Adverse Effect;Effect; (b) Company shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing;‌Closing; (c) since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect; Effect; and (d) ▇▇▇▇▇▇ and ▇▇▇▇▇ shall have received at the Closing a certificate signed on behalf of Company by an executive officer of Company certifying that the conditions set forth in Section 7.2(a‎Section 7.2‎(a), Section 7.2(b‎Section 7.2‎(b) and Section 7.2(c‎Section 7.2‎(c) have been satisfied.

Conditions to the Obligations of Parent and Buyer. The obligation of each obligations of Parent and Buyer to consummate effect the Transaction transactions contemplated by this Agreement is hereby are subject to the satisfaction or, to the‌ extent permitted by applicable Law, waiver in writing by each of on or before the Parent and the Buyer, at or prior to Closing, Closing Date of the following conditions:conditions (any of which Parent or Buyer may waive): (a) (i) All of Sellers' and the Companies' respective representations and warranties of Company set forth herein shall be true in Section 3.2(a)all material respects (except for such representations and warranties which are qualified by their terms by reference to materiality or a material adverse effect, (c), (d) which representations and (e) (in each case solely with respect to Company), warranties as so qualified shall be true and correct in all respects, except for de minimis inaccuracies, ) as of the date of this Agreement though made on and as of the Closing Date as if made on each such date (except to the extent Date; provided, however, that any such representation representations and warranty expressly‌ speaks warranties that address matters only as of an earlier date, in which case such representation and warranty a particular date or period shall be true and correct in all respects, except for de minimis inaccuracies, only as of such earlier date), (ii) the representations and warranties of Company set forth in the Fundamental Representations (except for the representations and warranties of Company set forth in Section 3.2(a) (c), (d) and (e) (in each case solely with respect to Company)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as or period of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), and (iii) the other representations and warranties of Company set forth in Article III of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date), except in each case where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) would not, individually or in the aggregate, have a Company Material Adverse Effect;time. (b) Each Seller and each Company shall have performed or and complied in all material respects with all obligations covenants, agreements and conditions required by this Agreement to be performed or complied with by him, her or it under this Agreement at or prior to or on the Closing;‌Closing Date (including, without limitation, the delivery of all documents and other items set forth in Section 1.4). (c) since All filings with, approvals by, and consents of third parties required to be made or received by or on the part of any Seller or any Company, and all approvals by governmental authorities required to be received by Parent or Buyer, for the consummation of the transactions contemplated hereby shall have been made or obtained, and any applicable waiting period under the HSR Act (and any extension thereof) shall have expired or been terminated (provided, however, that neither Parent nor Buyer may rely on this condition if it is not met due to the failure of Parent or Buyer either to make a required filing with such a governmental authority, or to use all reasonable efforts in good faith to obtain a required approval of such a governmental authority). (d) No party hereto shall be subject to any order, injunction, or other legal restraint of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of any of the transactions contemplated hereby; and no statute, rule, regulation, order, injunction, or decree shall have been enacted, entered, promulgated, or enforced by any governmental authority which prohibits, restricts, or makes illegal the consummation of any of the transactions contemplated by this Agreement. (e) There shall have been no material adverse change in the business, operations, financial condition or assets of the Companies between the date of this Agreement, there shall not have occurred Agreement and be continuing any Company Material Adverse Effect; and (d) ▇▇▇▇▇▇ and ▇▇▇▇▇ shall have received at the Closing a certificate signed on behalf of Company by an executive officer of Company certifying that the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfiedDate.