Common use of Additional Conditions to Obligations of Seller Clause in Contracts

Additional Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to its satisfaction or waiver in writing, at or prior to the Closing, of each of the following conditions: (i) each of the representations and warranties of Purchaser and/or the Guarantors contained in Article VII, after disregarding all qualifications therein relating to materiality, shall be true and correct at and as of the Closing as though made at and as of the Closing (other than such representations and warranties that refer specifically to an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except where the failure of all such representations or warranties to be so true and correct does not, and would not reasonably be expected to, individually or in the aggregate, prevent, materially impair or materially delay Purchaser or the Guarantors, as applicable, from performing its obligations under this Agreement or consummating the transactions contemplated hereby; (ii) Purchaser and the Guarantors, as applicable, shall have performed or complied in all material respects with all obligations and covenants, and made all deliveries, in each case required by this Agreement to be performed or complied with by Purchaser or the Guarantors, as applicable, at or prior to the Closing; (iii) Seller and Purchaser shall have agreed mutually agreed forms of the Note Guarantee and the Security Agreement; and (iv) Seller shall have received a certificate of each of Purchaser and the Guarantors signed by a duly authorized officer thereof, dated as of the Closing Date, certifying that the conditions set forth in clauses (i) and (ii) of this Section 4.1(b) have been satisfied. Seller may waive any condition specified in this Section 4.1(b) if it executes a writing so stating at or prior to the Closing.

Additional Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to its satisfaction or waiver in writing, at or prior to the Closing, of each of the following conditions: (i) each of the representations and warranties of Purchaser and/or the Guarantors contained in Article VII, after disregarding all qualifications therein relating to materiality, shall be true and correct at and as of the Closing as though made at and as of the Closing (other than such representations and warranties that refer specifically to an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except where the failure of all such representations or warranties to be so true and correct does not, and would not reasonably be expected to, individually or in the aggregate, prevent, materially impair or materially delay Purchaser or the Guarantors, as applicable, from performing its obligations under this Agreement or consummating the transactions contemplated hereby; (ii) Purchaser and the Guarantors, as applicable, shall have performed or complied in all material respects with all obligations and covenants, and made all deliveries, in each case required by this Agreement to be performed or complied with by Purchaser or the Guarantors, as applicable, at or prior to the Closing; and (iii) Seller and Purchaser shall have agreed mutually agreed forms of the Note Guarantee and the Security Agreement; and (iv) Seller shall have received a certificate of each of Purchaser and the Guarantors signed by a duly authorized officer or director thereof, dated as of the Closing Date, certifying that the conditions set forth in clauses (i) ), and (ii) of this Section 4.1(b) have been satisfied. satisfied and that Seller may waive any condition specified in this Section 4.1(b) if it executes a writing so stating at or prior to the Closing.