Conditions to Obligation of the Seller to Close. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation of the Seller to Close. The obligation of the Seller to consummate the Transaction shall be subject to the following conditions: the representations and warranties contained in Section 3.1 hereof shall be accurate, true and correct in all material respects as of the Closing Date, with the same effect as though made at such date and time, except to the extent that any such representation and warranty is expressly made as of a specified date, in which case such representation and warranty shall have been accurate, true and correct as of such date; provided, however, that the failure of any such representation and warranty to be accurate, true and correct as of the Closing Date shall not constitute a basis for the Seller to refuse to consummate the Transaction unless such failure, either individually or in the aggregate, has resulted in or would reasonably be expected to result in a Buyer Material Adverse Effect; and the Buyer shall in all material respects have performed and complied with all covenants and agreements to be performed and complied with by the Buyer at or prior to the Closing Date; all actions by the Buyer required by paragraphs (a), (c), (e), (g), (h), (i), (l), (o) and (q) of Section 2.6 hereof shall have been taken to the reasonable satisfaction of the Seller; no injunction shall have been obtained restraining, delaying or prohibiting, and no suit, action or other legal proceeding shall be pending before any Governmental Authority in which it is sought to restrain, delay or prohibit, any of the transactions contemplated by this Agreement; and the members and managers of the Seller shall have approved the Transaction.
