Common use of Seller’s Conditions Precedent to Closing Clause in Contracts

Seller’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Seller to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: • All required Purchase Price payments have been made; • Purchaser’s representations and warranties are true and correct as of Closing in all material respects except for Purchaser’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; • Purchaser has performed its obligation in all material respects; • No laws or final orders restrict the Proposed Transaction; • All of Seller’s Consents have been obtained and are in full force and effect; • All of Purchaser’s closing deliverables have been provided; and • There are no Purchaser Material Adverse Effects.

Seller’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Seller to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: •  All required Purchase Price payments have been made; •  Purchaser’s representations and warranties are true and correct as of Closing in all material respects except for Purchaser’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; •  Purchaser has performed its obligation in all material respects; •  No laws or final orders restrict the Proposed Transaction; •  All of Seller’s Consents have been obtained and are in full force and effect; •  All of Purchaser’s closing deliverables have been provided; and •  There are no Purchaser Material Adverse Effects.

Seller’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Seller to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: • All required Purchase Price payments have been made; • Purchaser’s representations and warranties are true and correct as of Closing in all material respects except for Purchaser’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; • Purchaser has performed its obligation in all material respects; • No laws or final orders restrict the Proposed Transaction; • All of Seller’s Consents have been obtained and are in full force and effect; • All of Purchaser’s closing deliverables have been provided; and • There are no Purchaser Material Adverse Effects.