Common use of Conditions to the Obligations of Sellers Clause in Contracts

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Principal Closing of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All representations and warranties made by Buyer contained in Article IV shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Principal Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be true and correct only as of such specified date). (b) Buyer shall have duly performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Buyer at or prior to the Principal Closing under the terms of this Agreement. (c) Buyer shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that each of the conditions set forth in Sections 8.03(a) and 8.03(b) have been satisfied. (d) Buyer shall have delivered, or caused to be delivered, to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing).

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate effect the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Principal Closing fulfillment of each of the following conditions, any and all one or more of which may be waived in writing, in whole or in part, writing by Sellers to the extent permitted by LawNovatel: (a) All No Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority, which remains in effect, and which prohibits the consummation of the Acquisition or otherwise makes the Acquisition illegal. (b) The representations and warranties made by Buyer contained of Purchaser set forth in Article ARTICLE IV of this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein) in all material respects at and as of the date of this Agreement and as of the Principal Closing Date as though such representations and warranties were if made at and as of the Principal Closing Date (except or, in the case of any representation or warranty those representations and warranties that by its terms addresses matters only are made as of another specified datea particular date or period, which shall be true and correct only as of such specified datedate or period). (bc) Buyer Purchaser shall have duly performed or and complied with, in all material respectsrespects with all covenants, all of the material covenants agreements and agreements obligations required by this Agreement to be performed or complied with by Buyer at Purchaser on or prior to the Principal Closing under Date. (d) Purchaser shall have furnished to Novatel a certificate executed by an executive officer of Purchaser to evidence compliance with the terms conditions set forth in Section 6.1(b) and Section 6.1(c) of this Agreement. (ce) Buyer Purchaser shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that Novatel each of the conditions set forth in Sections 8.03(a) and 8.03(b) have been satisfiedPurchaser Deliverables. (d) Buyer shall have delivered, or caused to be delivered, to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing).

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Principal Closing of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All representations and warranties made by Buyer contained in Article IV shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Principal Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be true and correct only as of such specified date). (b) Buyer shall have duly performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Buyer at or prior to the Principal Closing under the terms of this Agreement. (c) Buyer shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that each of the conditions set forth in Sections 8.03(a) and 8.03(b) have been satisfied. (d) Buyer shall have delivered, or caused to be delivered, delivered to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing).

Conditions to the Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement shall be Transactions is subject to the satisfaction at fulfillment on or prior to the Principal Closing of each Date of the following conditions, any and all of which may be waived in writing, in whole or in part, by Sellers to the extent permitted by Law: (a) All Each of the representations and warranties made by Buyer of Purchaser contained in Article IV 4 hereof shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date with the same effect as though such representations and warranties were made at and as of the Principal Closing Date such date (except for those representations and warranties that (i) are qualified by materiality, which shall be true and correct in the case of any representation or warranty that by its terms addresses all respects and (ii) address matters only as of another a specified date, which shall be true and correct only in all respects as of such that specified date).; (b) Buyer Purchaser shall have duly performed or and complied with, with in all material respects, all respects each of the material covenants and agreements required to be performed or complied with by Buyer it under this Agreement at or prior to the Principal Closing under the terms of this Agreement.Closing; (c) Buyer Purchaser shall have delivered to Sellers a certificate dated as of the Principal Closing Date signed by an officer of Buyer to the effect that each of the conditions items set forth in Sections 8.03(a) and 8.03(b) have been satisfied.Section 2.2(b); (d) Buyer the Company shall have deliveredreceived all required consents, authorizations, orders and approvals from any Governmental Entities required for the consummation of the Transactions; and (e) no Law shall have been enacted which would make consummation of the Transactions illegal, nor any judgment, decree or caused Order shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such transactions to be delivered, to Sellers the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing)rescinded.

Conditions to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at satisfaction, on or prior to before the Principal Closing Date, of each and every one of the following conditions, any and all of which may be waived in writingunless waived, in whole or in part, by Sellers to the extent permitted by Law:Seller for purposes of consummating such transaction. (a) All The representations and warranties made by of Buyer contained set forth in Article IV this Agreement shall be true and correct in all material respects at and as of on the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Principal Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be true and correct only as of such specified date).Date; (b) Buyer shall have duly performed or and complied withwith all agreements, in all material respectsobligations, all of the material covenants and agreements conditions required by this Agreement to be performed or complied with by Buyer at on or prior to the Principal Closing under the terms of this Agreement.Date; (c) Buyer The Seller shall have delivered to Sellers received a certificate dated as of the Principal Closing Date signed by an officer of the Buyer to the effect that each of the conditions set forth in Sections 8.03(aSection 6.1(a) and 8.03(b6.1(b) have been satisfied.for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions; (d) Buyer The Seller shall have deliveredreceived a corporate resolution of the Board of Directors of the Buyer that authorize the execution, delivery and performance of this Agreement and the documents referred to herein to which it is or caused is to be delivereda party. (e) No action, suit or proceeding by or before any court or any governmental or regulatory authority shall have been commenced and no investigation by any governmental or regulatory authority shall have been commenced seeking to Sellers restrain, prevent or challenge the items and documents set forth in Section 2.09(b) (it being acknowledged and agreed that such items and documents shall be delivered, transactions contemplated hereby or caused to be delivered, concurrently with the Principal Closing)seeking judgments against Buyer.