EBay (EBAY)

5. CONDITIONS PRECEDENT TO PURCHASER’S OBLIGATION TO CLOSE

The obligation of Purchaser to cause the Share Purchase to be consummated is subject to the satisfaction (or waiver by Purchaser), at or prior to the Closing, of each of the following conditions:

5.1 Accuracy of Representations. Each of the representations and warranties of the Selling Shareholder contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representation or warranty made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that notwithstanding anything to the contrary contained in this Agreement, this condition shall be deemed to be satisfied even if such representations and warranties shall not be accurate in all respects unless the circumstances constituting inaccuracies in such representations and warranties (considered collectively) constitute, or would reasonably be expected to have or result in, a Company Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties: (i) all “Company Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).