Common use of Seller Closing Conditions Clause in Contracts

Seller Closing Conditions. The obligation of Seller to consummate the Closing is subject to the satisfaction or waiver by Seller of the following further conditions: (a) the representations and warranties of Purchaser contained in this Agreement (i) that are qualified as to materiality or material adverse effect shall be true and accurate in all respects and (ii) that are not so qualified shall be true and accurate in all material respects, at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date). The covenants and agreements contained in this Agreement to be complied with by Purchaser at or before the Closing shall have been complied with in all material respects. Seller shall have received a certificate from Purchaser signed by an executive officer thereof with respect to the matters described in this Section 2.03(a); (b) any waiting period (and any extension thereof) under (i) the HSR Act or (ii) the Mexican Federal Competition Law applicable to the purchase of the Securities contemplated hereby shall have expired or shall have been terminated; (c) no Action shall be pending by any Governmental Authority against Purchaser or Seller seeking to restrain the Transactions; (d) there shall not be pending any Law or Governmental Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate such Transactions; and (e) Seller shall have received duly executed copies of the closing deliveries set forth in Section 2.01(a), and such documents shall be in full force and effect.

Seller Closing Conditions. The obligation obligations of Seller to consummate the Closing is transactions contemplated herein shall be subject to the satisfaction fulfillment, at or waiver by Seller prior to the Closing, of each of the following further conditions: (a) Other than the Fundamental Representations of Buyer, the representations and warranties of Purchaser Buyer contained in this Agreement (i) that are qualified as to materiality Agreement, the Ancillary Documents and any certificate or material adverse effect other writing delivered pursuant hereto shall be true and accurate correct in all respects and (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) that are not so qualified shall be true and accurate or in all material respects, at respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same force and effect as if though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of Buyer shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (other than such representations with the same effect as though made at and warranties as are made as of another date, which shall be true and correct as of such date). The covenants and agreements contained in this Agreement to be complied with by Purchaser at or before the Closing shall have been complied with in all material respects. Seller shall have received a certificate from Purchaser signed by an executive officer thereof with respect to the matters described in this Section 2.03(a);. (b) any waiting period (Buyer shall have duly performed and any extension thereof) under (i) the HSR Act or (ii) the Mexican Federal Competition Law applicable to the purchase complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Securities contemplated hereby shall have expired Ancillary Documents to be performed or shall have been terminated;complied with by it prior to or on the Closing Date. (c) no Action Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be pending performed or complied with by any Governmental Authority against Purchaser it prior to or Seller seeking to restrain on the Transactions;Closing Date (d) Since the date of this Agreement, there shall not be pending have occurred any Law change, circumstance or Governmental Order directing that effect that, individually or in the Transactions not be consummated or which aggregate, has the effect of rendering it unlawful to consummate such Transactions; and (e) Seller shall have received duly executed copies of the closing deliveries set forth in Section 2.01(a), and such documents shall be in full force and effecthad a Material Adverse Effect.

Seller Closing Conditions. The obligation of Seller to consummate the Closing is subject to the satisfaction or waiver by Seller of the following further conditions: (a) the representations and warranties of Purchaser contained in this Agreement (i) that are qualified as to materiality or material adverse effect shall be true and accurate in all respects and (ii) that are not so qualified shall be true and accurate in all material respects, in each case at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date). The covenants and agreements contained in this Agreement to be complied with by Purchaser at or before the Closing shall have been complied with in all material respects. Seller shall have received a certificate from Purchaser signed by an executive officer thereof with respect to the matters described in this Section 2.03(a); (b) any waiting period (and any extension thereof) under (i) the HSR Act or (ii) the Mexican Federal Competition any other relevant antitrust Law or foreign investment Law applicable to the purchase of the Securities Acquired Companies and the Acquired Assets contemplated hereby shall have expired or shall have been terminated; (c) no Action shall be pending by any Governmental Authority against Purchaser or Seller seeking to restrain the Transactions; (d) there shall not be pending any Law or Governmental Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate such Transactions; and (e) Seller shall have received duly executed copies of the closing deliveries set forth in Section Sections 2.01(a) and 2.01(b), and such documents shall be in full force and effect.

Seller Closing Conditions. The obligation obligations of Seller to consummate the Closing is transactions contemplated herein shall be subject to the satisfaction fulfillment, at or waiver by Seller prior to the Closing, of each of the following further conditions: (a) Other than the Fundamental Representations of Buyer, the representations and warranties of Purchaser Buyer contained in this Agreement (i) that are qualified as to materiality Agreement, the Ancillary Documents and any certificate or material adverse effect other writing delivered pursuant hereto shall be true and accurate correct in all respects and (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) that are not so qualified shall be true and accurate or in all material respects, at respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same force and effect as if though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of Buyer shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (other than such representations with the same effect as though made at and warranties as are made as of another date, which shall be true and correct as of such date). The covenants and agreements contained in this Agreement to be complied with by Purchaser at or before the Closing shall have been complied with in all material respects. Seller shall have received a certificate from Purchaser signed by an executive officer thereof with respect to the matters described in this Section 2.03(a);. (b) any waiting period (Buyer shall have duly performed and any extension thereof) under (i) the HSR Act or (ii) the Mexican Federal Competition Law applicable to the purchase complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Securities contemplated hereby shall have expired Ancillary Documents to be performed or shall have been terminated;complied with by it prior to or on the Closing Date. Exhibit 2.1 (c) no Action Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be pending performed or complied with by any Governmental Authority against Purchaser it prior to or Seller seeking to restrain on the Transactions;Closing Date (d) Since the date of this Agreement, there shall not be pending have occurred any Law change, circumstance or Governmental Order directing that effect that, individually or in the Transactions not be consummated or which aggregate, has the effect of rendering it unlawful to consummate such Transactions; and (e) Seller shall have received duly executed copies of the closing deliveries set forth in Section 2.01(a), and such documents shall be in full force and effecthad a Material Adverse Effect.