Common use of Closing Conditions Precedent Clause in Contracts

Closing Conditions Precedent. a. The Closing shall take place remotely via the exchange of electronic copies of documents on the Effective Date or at such other time and place as the Parties shall mutually agree in writing (the date that the Closing takes place, the “Closing Date”), provided that the Conditions have been satisfied or waived prior to the Closing and: i. there has been no Material Adverse Change since the date of this Agreement and the Seller and the members of the Ownership Group have certified to the Purchaser, as at the Closing Date, as to the absence of any Material Adverse Change (or, if there has been, that it has been waived by the Purchaser in accordance with the terms hereof); and ii. the Seller Warranties, as qualified by the Disclosure Letter, the Historic FDDs and the Current FDDs, shall be materially true and accurate as at the Closing Date (other than those Seller Warranties that speak as of a specific date or time (which need be true and correct only as of such date or time)), and the Seller and members of the Ownership Group shall have so certified to the Purchaser. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 1 of Schedule 1; and ii. the Purchaser shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closing, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Party, provided that such waiver must be in writing.

Closing Conditions Precedent. a. 3.1 The Closing closing of the Transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of electronic copies of documents on the Effective Closing Date of the Settlement Plan. Closing shall occur after the satisfaction or waiver of each of the conditions set forth in Section 3.2 (other than those conditions that by their nature are to be satisfied at such other time and place as the Parties shall mutually agree in writing (Closing, but subject to the satisfaction or waiver of those conditions). The date that on which the Closing takes place, occurs is herein referred to as the “Closing Date”), provided that . 3.2 The obligation of Lender to advance the Conditions have been satisfied Loan on the Closing Date shall be subject to the satisfaction of each of the following conditions at or waived prior to the Closing and(“Conditions Precedent”): 3.2.1 all the Conditions Precedents of the Settlement Plan (as defined in the Settlement Plan) shall be fully satisfied (Subject to the right to waive these Conditions Precedents in accordance with the provisions of the Settlement Plan); 3.2.2 the execution and closing of the Settlement at the Closing Date of the Settlement (as detailed in Section 11 of the Settlement Plan) shall be fully and successfully completed; 3.2.3 Xxxxxx’s receipt, in form and substance satisfactory to Lender, of such reasonable and customary documents, and completion of such other customary matters (it being understood that each such condition except for Condition Precedent under sub sections (c) and (e) below, is solely for the benefit of Lender and may be waived by Xxxxxx (without the need of the Borrower's consent) in writing in its sole discretion), including: i. there has been no Material Adverse Change since (a) duly executed Loan Documents; (b) duly executed original signatures of the date Borrower (together with the Borrower’s stamp) to the Debentures and duly executed original notices and forms 10 to the Registrar of Companies for the registration of the Debentures, as required for the registration of the Debentures; (c) duly executed original signature of the Bondholders’ Trustee confirming the release of the any rights in respect of the Xxxx 17 Insurance Policy, including their rights as Lost Payees; (d) certificate duly executed by Xxxxxxxx’s chief executive officer, dated as of the Closing Date, containing Xxxxxxxx’s (i) effective Organizational Documents, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Agreement and the Seller other Loan Documents, and the members (iii) Registrar of the Ownership Group have certified Companies’ status confirmation dated reasonably prior to the Purchaser, as at the Closing Date; (e) evidence that (i) the Securities Interests securing Indebtedness owed by the Borrower to Bondholders, as including the Bondholders Charge have been terminated; and (ii) the documents and/or filings evidencing the perfection of such Securities Interests, have been terminated4 or that notification for its termination or 4 GGS Internal Note: to include all present pledges in favor of the bondholders. deletion, from the records of the Registrar of Companies, have been filed with or delivered to (and it case it is being delivered then it will also require a confirmation that it was actually received by) the Registrar of Companies; (f) evidence satisfactory to the absence Lender that Borrower shall have established the Receivables Account in terms, form and substance satisfactory to Lender; (g) a written legal opinion (addressed to the Lender and dated as of any Material Adverse Change the Closing Date) of counsel for the Borrower, in the form and satisfactory to the Lender, covering such matters relating to this Agreement and the Loan Documents (orincluding power and capacity, if there has beenauthorization, that it has been waived perfection of the Collateral Documents and enforcement) as the Lender may reasonably requests; (h) due execution and delivery by the Purchaser Insurers (identified in the Insurance Endorsement), of an irrevocable and unconditional endorsement of the Xxxx 17 Space Assets Insurance Policies at the Closing, naming Xxxxxx as Loss Payee (as defined in the Insurance Endorsement) and Borrower as Named Insured in a form substantially similar to the form attached hereto as Exhibit 3.2.3(h) (the “Insurance Endorsement”). (i) Evidence satisfactory to the Lender showing that all filings required to have been made pursuant to the Debentures have been made to secure a first-ranking lien in favor of the Lender, on the Collateral, and all other actions required to have been taken by the Borrower or any other party prior to the Lender advance of the Loan shall have been taken and all consents and other authorizations shall have been obtained prior to the Lender advance of the Loan, all in accordance with the terms hereof)of the Debentures and other Loan Documents; and ii. the Seller Warranties, as qualified by the Disclosure Letter, the Historic FDDs (j) The Tax Ruling and the Current FDDs, shall be materially true VAT -Ruling were obtained and accurate as at the Closing Date (other than those Seller Warranties that speak as of a specific date or time (which need be true and correct only as of such date or time)), and the Seller and members of the Ownership Group shall have so certified to the Purchaserboth are in effect. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 1 of Schedule 1; and ii. the Purchaser shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closing, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Party, provided that such waiver must be in writing.

Closing Conditions Precedent. a. 8.1. The closing of this transaction (the "Closing") shall be on the date (the "Closing Date") ten (10) Business Days following the delivery of the "Lender Consent" (as hereinafter defined). Unless otherwise mutually agreed to in writing by the parties, this transaction shall be closed through an escrow with Title Insurer, in accordance with the general provisions of the usual and customary form of deed and money escrow for similar transactions in Texas or, at the option of either party, the Closing shall take place remotely via be a "New York style" closing at which the exchange of electronic copies of documents Purchaser shall wire the Purchase Price to Title Insurer on the Effective Closing Date and prior to the release of the Purchase Price to Seller, Purchaser shall receive the Title Policy or at such other time and place as the Parties shall mutually agree in writing (marked up commitment dated the date that of the Closing takes placeDate. In the event of a New York style closing, Seller shall deliver to Title Insurer any customary affidavit in connection with a New York style closing. All closing and escrow fees shall be divided equally between the “parties hereto. 8.2. The obligation of Purchaser to purchase the Property in accordance with this Agreement is subject to the following conditions precedent and, with respect to deliveries to be made at the Closing, conditions concurrent (collectively, "Purchaser's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Purchaser only in a writing executed by Purchaser (provided, however, that any such waiver shall not affect Purchaser's ability to pursue any remedy it may have with respect to any breach hereunder by Seller): (a) all of the representations and warranties of Seller set forth in this Agreement shall be true, correct and complete in all material respects as of the Closing Date”); and (b) Seller, provided that the Conditions have been satisfied on or waived prior to the Closing and: i. there has been no Material Adverse Change since Date, shall have complied and/or performed all of the date obligations, covenants and agreements required on the part of Seller to be complied with or performed pursuant to the terms of this Agreement (including, without limitation, all of Seller's covenants and the Seller and the members obligations pursuant to Section 9.2 hereof). 8.3. Subject to Purchaser's rights under Section 11 hereof with respect to any default by Seller, if any of the Ownership Group Purchaser's Closing Conditions have certified to not been fulfilled within the applicable time periods, Purchaser may: (a) waive the Purchaser, as at the 's Closing Date, as to the absence of any Material Adverse Change (or, if there has been, that it has been waived by the Purchaser Condition and close in accordance with this Agreement, without adjustment or abatement of the terms hereof)Purchase Price; andor ii. (b) terminate this Agreement by written notice to Seller and to Escrow Agent, in which event Escrow Agent shall return the Seller WarrantiesEarnest Money, as qualified by the Disclosure Lettertogether with all xxxxxxst earned thereon, the Historic FDDs and the Current FDDsto Purchaser, this Agreement shall be materially true null and accurate as at the Closing Date (other than those void and neither Purchaser nor Seller Warranties that speak as of a specific date or time (which need be true and correct only as of such date or time)), and the Seller and members of the Ownership Group shall have so certified to the Purchaserany right, obligation or liability under this Agreement except as expressly set forth herein. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 1 of Schedule 1; and ii. the Purchaser shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closing, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Party, provided that such waiver must be in writing.

Closing Conditions Precedent. a. (a) The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date (or such earlier time as otherwise required hereby) of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (i) Seller shall take place remotely via have delivered to Purchaser and the exchange Escrow Agent, as applicable, all of electronic copies the material items required to be delivered to Purchaser and the Escrow Agent, as applicable, by Seller pursuant to Section 8; and (ii) All of documents the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as if made as of and on the Effective Date or at such other time and place as the Parties shall mutually agree in writing (the date that the Closing takes place, the “Closing Date”), provided that . (iii) In the Conditions event any of the foregoing conditions have not been satisfied or waived prior to the Closing and: i. there has been no Material Adverse Change since the date of this Agreement and the Seller and the members of the Ownership Group have certified to the Purchaser, as at by the Closing Date, as Purchaser shall have the right to terminate this Agreement by written notice given to Seller on the absence Closing Date, whereupon Escrow Agent shall promptly refund the Xxxxxxx Money to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive the termination of any Material Adverse Change (orthis Agreement; provided, if there has beenhowever, that it has if any of the foregoing conditions have not been waived satisfied due to a default by the Purchaser or Seller hereunder, then Purchaser’s and Seller’s respective rights, remedies and obligations shall instead be determined in accordance with Section 14. (b) The obligation of Seller to consummate the terms hereof)transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Seller in its sole discretion: (i) Purchaser shall have delivered to Escrow Agent the Purchase Price as provided in Section 2; and (ii. ) Purchaser shall have delivered to Seller and the Seller WarrantiesEscrow Agent, as qualified applicable, all of the material items required to be delivered to Seller and the Escrow Agent, as applicable, by Purchaser or Purchaser’s agents pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 8. (iii) In the event any of the foregoing conditions have not been satisfied by the Disclosure LetterClosing Date, Seller shall have the Historic FDDs right to terminate this Agreement by written notice given to Purchaser on the Closing Date, whereupon Escrow Agent shall promptly refund the Xxxxxxx Money to Purchaser and the Current FDDsparties shall have no further rights, shall be materially true and accurate as at the Closing Date (duties or obligations hereunder, other than those Seller Warranties that speak as which are expressly provided herein to survive a termination of a specific date or time (which need be true and correct only as of such date or time))this Agreement; provided, and the Seller and members of the Ownership Group shall have so certified to the Purchaser. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 1 of Schedule 1; and ii. the Purchaser shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closinghowever, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of if any of the Conditions intended foregoing conditions have not been satisfied due to benefit such Partya default by Purchaser or Seller hereunder, provided that such waiver must then Purchaser’s and Seller’s respective rights, remedies and obligations shall instead be determined in writingaccordance with Section 14.

Closing Conditions Precedent. a. 2. The Closing shall take place remotely via the exchange of electronic copies of documents on the Effective Date or at such other time and place as the Parties shall mutually agree in writing (the date that the Closing takes place, the “Closing Date”), provided that the Conditions have been satisfied or waived prior to the Closing and: i. there has been no Material Adverse Change since the date of this Agreement and the Seller and the members obligations of the Ownership Group have certified Subscriber to complete the Purchaser, as at the Closing Date, as transactions contemplated hereby are subject to the absence of any Material Adverse Change (or, if there has been, that it has been waived by the Purchaser in accordance with the terms hereof); and ii. the Seller Warranties, as qualified by the Disclosure Letter, the Historic FDDs and the Current FDDs, shall be materially true and accurate as at the Closing Date (other than those Seller Warranties that speak as of a specific date or time (which need be true and correct only as of such date or time)), and the Seller and members of the Ownership Group shall have so certified to the Purchaser. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the following conditions (the "Tranche 2 Conditions listed Precedent"): (a) resolution to the satisfaction of the Subscriber of the proceedings of ScoZinc Limited under CCAA; (b) acquisition by the Corporation of the remaining 50% interest in Part 1 the Fifteen Mile Stream Deposit on terms no less favourable to the Corporation than the following: a 1% NSR payable to the vendor(s) and a $1,070,000 payment to the vendor(s), with $70,000 payable on closing of Schedule 1the acquisition and the remaining $1,000,000 balance to be paid by the Corporation issuing a non-interest bearing note for such amount payable one-year after closing (provided that such repayment period in the note may be extended for up to an additional 12 months at the option of the Corporation so long as at the time of such extension the Corporation pays to the vendor(s) of the Fifteen Mile Stream Deposit $100,000 on such note, so that the remaining balance is $900,000. In addition, the Subscriber and Corporation agree that in the event the Corporation completes a financing of at least $20,000,000 while the note is outstanding, such note will be paid our from the proceeds of such financing. For greater certainty, this acquisition may close concurrently with the Initial Closing; (c) the acquisition by the Corporation from Votix Corporation Limited of land owned by Votix Corporation Limited required for the mining of the Forest Hill Deposit for $8,000. For greater certainty, this acquisition may close concurrently with the Initial Closing; and ii(d) all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Corporation on or prior to the Initial Closing Date shall have been performed or complied with in all material respects. Representations, Warranties and Covenants by Subscriber 3. By executing this Subscription Agreement, the Purchaser shall use Subscriber (on its Reasonable Best Efforts to fulfill or procure the fulfillment own behalf and, if applicable, on behalf of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use others for whom it is contracting hereunder) represents and warrants to and covenants with the Corporation (and acknowledges that the Corporation and its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closing, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Party, provided that such waiver must be in writing.counsel are relying thereon) that:

Closing Conditions Precedent. a. (a) The Closing closing (the "Closing") of the sale and purchase of all of the interests of the Sellers in the Sellers' Shares shall take place remotely via at the exchange offices of electronic copies of documents Debevoise & Xxxxxxxx, 21 avenue Xxxxxx V, 75008 Paris, on the Effective Date November 27, 1998 or at such other time and date or place as the Parties shall mutually agree in writing (the date that the Closing takes place, the “Closing Date”)parties may agree, provided that the Conditions date of the Closing may be extended beyond November 27, 1998 at the sole request of Xxxxxx and the Buyer, pursuant to the terms of Section 1.2(d) below. At or immediately prior to the Closing: (i) The Sellers shall transfer the Sellers' Shares to the Buyer, free and clear of all Liens, in accordance with the applicable provisions of French law and the articles of association (statuts) of the Company and evidence shall be delivered to the Buyer of the registration of the Buyer as the owner of all the Sellers' Shares in the Company's shareholder accounts (certificat d'inscription en compte). (ii) The Buyer shall pay to each Seller the amounts set forth in Sections 1.1(a) in respect of such Seller (subject to adjustment as contem plated in Section 1.1(b) above), by wire transfer to such bank accounts as the Sellers shall have been satisfied or waived designated for this purpose by notice to Buyer at least three (3) business days prior to the Closing andDate. (b) The obligation of the Sellers to consummate the transactions contemplated by the Closing shall be subject to the fulfillment, or waiver by the Sellers, on or prior to the Closing Date, of each of the following conditions: i. there has been no Material Adverse Change since (i) All representations and warranties of Xxxxxx and the date of Buyer contained in this Agreement shall be true and correct in all material respects at the Seller time when made and the members also at and as of the Ownership Group have certified to the Purchaser, as at the Closing Date, as if made at and as of the Closing Date; (ii) Xxxxxx and the Buyer shall have performed and complied in all material respects with all agreements and covenants to be performed and complied with by Xxxxxx and the Buyer up to and including the Closing Date pursuant to the absence terms of any Material Adverse Change (or, if there has been, that it has been waived by the Purchaser in accordance with the terms hereof)this Agreement; and ii. (iii) Xxxxxx and the Seller WarrantiesBuyer shall have executed and delivered to the Sellers certificates in the form of Annexes 3A and 3B, dated the Closing Date, which confirm the accuracy of the representations and warranties of Xxxxxx and the Buyer as qualified of the Closing Date, and the performance or compli ance by Xxxxxx and Buyer with all such agreements and covenants to be performed or complied with on or before the Closing Date. (c) The obligations of Xxxxxx and the Buyer to consummate the transactions contemplated by the Disclosure LetterClosing shall be subject to the fulfillment, the Historic FDDs or waiver by Xxxxxx and the Current FDDsBuyer, shall be materially true and accurate as at on or prior to the Closing Date Date, of each of the following conditions: (other than those Seller Warranties that speak as i) All representations and warranties of a specific date or time (which need Pierre Block contained in this Agreement shall be true and correct only in all material respects at the time when made and also at and as of the Closing Date, as if made at and as of the Closing Date; (ii) The Sellers and Seller's Guarantors shall have performed and complied in all material respects with all agreements and covenants to be performed and complied with by the Sellers and Seller's Guarantors up to and including the Closing Date pursuant to the terms of this Agreement; (iii) Pierre Block shall have executed and delivered to Xxxxxx and the Buyer a certificate in the form of Annex 3C, dated the Closing Date, which confirms the accuracy of the representations and warranties of Pierre Block as of the Closing Date, and the performance or compliance by the Sellers and the Seller's Guarantors with all such agreements and covenants to be performed or complied with on or before the Closing Date; (iv) The audited consolidated net income (resultat net consolide de l'exercice certifie par les Commissaires aux Comptes) of the Company and its Subsidiaries for the fiscal year ending June 30, 1998, shall be equal to or greater than FF 39.6 million and the auditor of Buyer (Deloitte & Touche) shall have been given the opportunity to examine the financial statements of the Company and its Subsidiaries for the fiscal year ending June 30, 1998 and the opportunity to review those financial statements with the auditors of the Company and shall not have indicated that, in the view of Buyer's auditor, the consolidated net income of the Company and its Subsidiaries for the fiscal year ending June 30, 1998 is less than FF 39.6 million; (v) As of the Closing Date, the Company and its Subsidiaries shall have Net Excess Cash in an amount equal to or greater than FF 136 million, consisting in particular of the short term investment securities indicated in Schedule 1.2(c)(v), and shall have the free unlimited right to use such amount of Net Excess Cash; and the Company's auditors shall deliver to the Buyer a certificate, attesting that, as of the Closing Date, the Company and its Subsidiaries have Net Excess Cash of not less than such amount, and that the Company and Subsidiaries have full availability of such amount of Net Excess Cash; (vi) The Sellers shall have made available to the Buyer, or Buyer's legal, accounting and other advisors, for examination, the originals or true and correct copies of all documents, and shall have provided the Buyer, or Buyer's legal, accounting and other advisors, all other information, relating to the business and affairs of the Company and its Subsidiaries, which the Buyer and its legal, accounting and other advisors have reasonably requested pursuant to Section 4.4, and no event shall have occurred, and Xxxxxx and the Buyer shall not have given notice to the Sellers by no later than the date which is 8 days following the end of the 15 day due diligence period and at the latest by December 2, 1998, of its discovery of information, which, individually or timein the aggregate, involves or is likely to result in or does result (a) any diminution or reduction in the value of the consolidated assets of the Company and its Subsidiaries as at June 30, 1998 and/or the Closing Date, or any increase in the consolidated liabilities or obligations of any nature, including contingent liabilities, of the Company and its Subsidiaries as at June 30, 1998 and/or the Closing Date, in an amount of more than FF 7,500,000, and/or (b) any reduction in the consolidated operating profits or consolidated net after-tax profits of the Company and its Subsidiaries as at June 30, 1998 and/or the Closing Date, in an amount of more than FF 3,000,000, and/or (c) a material adverse effect on the operations, business, condition or prospects of the Company and its Subsidiaries, including without limitation, as a result of an impact on their relations with their respective suppliers, customers and/or employees; (vii) All directors of the Company and its Subsidiaries, other than Pierre Block, as well as the other officers named by the board of directors or the shareholders of the Company and its Subsidiaries who are named in Annex 4, shall submit or have submitted their resignations, or shall be or have been duly removed from office, effective as of the Closing Date; (viii) The persons named in Annex 5 (or such other persons as the Buyer shall have designated as replacements therefor) shall be or have been elected or coopted as directors and/or named as officers of the Company or its Subsidiaries, in each case as specified in Annex 5, effective as of the Closing Date; (ix) The Sellers shall have executed, or caused to be executed, the following employment agreements: an employment agreement between Pierre Block and Xxxxxx in the form of Annex 6A; an employment agreement between Xxxx-Xxxxxxxxx Block-Derriey and the Company in the form of Annex 6B; and an employment agreement between Pierre-Francois Block and the Company in the form of Annex 6C; (x) Pierre Block and Xxxx-Xxxxxxxxx Block-Derriey shall have executed the instruments set forth in Annex 7 in order to transfer to the Buyer (or such other Person as Xxxxxx shall have designated for this purpose) all of the ownership interests of the Sellers and their Affiliates in the trademarks and tradenames used in connection with the operation of the businesses of the Company and the Subsidiaries, subject to the right of Xxxxxx and the Buyer not to purchase the Novodirect trademark; (xi) Pierre Block shall have executed the instrument set forth in Annex 8 in order to transfer to the Company (or such other Person as Xxxxxx shall have designated for this purpose), the quota shares (parts) representing the 7.66% interest in Avantec Sarl heretofore owned by Pierre Block; (xii) Following the filing by Xxxxxx and the Buyer on November 6, 1998, with the German Cartel Office, of the pre-notification with respect to the indirect acquisition by Xxxxxx of the Company and its Subsidiaries, either the Cartel Office shall have confirmed that it has no opposition to such acquisition or the relevant waiting period(s) shall have expired without an opposition to the acquisition having been issued by the Cartel Office, or Xxxxxx, the Buyer and the Sellers shall have caused the Company to implement Xxxxxx'x and the Buyer's right to have the shares of Novodirect GmbH be purchased by a third party in order to permit the Closing to occur without awaiting the approval (or deemed approval) of the Cartel Office, pursuant to Section 4.7; (xiii) The day before the Closing Date, the Sellers shall have delivered to Xxxxxx and the Buyer the account numbers (and other pertinent information requested by Xxxxxx and the Buyer) for all bank accounts and other banking facilities of the Company and the Subsidiaries. (d) In the event the decision of Xxxxxx and the Buyer based on the due diligence review results (referenced in Section 1.2(c)(vi)) and/or the German Cartel Office approval process (referenced in Section 1.2(c)(xii)) have not been finalized by November 26, 1998, Xxxxxx and the Buyer may elect to extend the Closing Date by giving written notice that reaches the Sellers on November 26, 1998, at the latest, and specifying the reasons for this request for a delay, which reasons must be limited to the response or lack of response from the German Cartel Office and/or the occurrence of an event or the discovery of information having or capable of having the effects mentioned above in Article 1.2(c)(vi). If such notice is given, the Closing shall be organized as a pre-Closing (the "Pre-Closing") and Closing, to be held on December 2 and 4 respectively. (i) At the Pre-Closing on December 2, Xxxxxx and the Buyer shall (x) confirm in writing that all conditions precedent to Closing set forth in Section 1.2(c) have been satisfied or have been waived in writing and (y) deposit in escrow with Credit Industriel et Commercial de Paris the full amount of the Share Purchase Price, with the stipulation that such amount be released to the Sellers at the Closing on December 4, 1998, provided that the Sellers have voted against the dividend at the Annual Shareholders Meeting of the Company to be held on December 3 (or that the Sellers have obtained an adjournement of the Shareholders Meeting, it being specified that in the event of an adjournment, the new Shareholders Meeting must be held on a date sufficiently distant to permit the Buyer to exercise the voting rights attached to the Shares that it shall have acquired from the Sellers on December 4, pursuant to Section 1.2(d)(ii)), and be returned to Xxxxxx and the Seller Buyer on December 4, 1998 if a decision to distribute a dividend is approved at that Shareholders Meeting. Following the Pre-Closing, and members on this same date, the parties shall notify the CMF of the Ownership Group transactions envisaged by this Agreement and shall file the request for a suspension of trading with the CMF. (ii) On December 4, 1998, the Closing shall occur as contemplated by Section 1.1, automatically and on the sole condition that the divi dend distribution has not been approved by the Annual Shareholders Meeting of the Company called for December 3, 1998 (or that such Shareholders Meeting has been adjourned as provided in Section 1.2(d)(i) above). (e) If the Closing has not occurred on December 4, 1998 (the "Termination Date") at the latest, this Agreement shall automatically terminate and the parties shall have so certified no further obligations hereunder (except for those set forth in Article 5 and Sections 7.2, 7.3, 7.6, 7.7, 7.8 and 7.10 of this Agreement, which shall remain in full force and effect) unless the parties hereto have agreed in writing to extend the PurchaserTermination Date beyond December 4, 1998. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 1 of Schedule 1; and ii. the Purchaser shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closing, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Party, provided that such waiver must be in writing.

Closing Conditions Precedent. a. The Closing closing for each Mortgage Loan Package shall take place remotely via the exchange of electronic copies of documents on the Effective Date related Closing Date. At the Purchaser's option, the closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such other time and place as the Parties parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the following conditions precedent: (a) all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all Closing Documents as specified in Section 9(b), in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (c) the Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; (d) the Seller shall have delivered and released to the Purchaser five days (or such shorter mutually agree agreed upon period) prior to such Closing Date with respect to each Mortgage Loan being purchased, a file that contains Seller's Mortgage Loan number, the outstanding principal balance, interest paid-to-date and delinquency status as of the end of business on the Cut-Off-Date, and such other information reasonably requested by Purchaser; (e) the Purchaser's satisfactory completion of a pre-funding due diligence investigation with respect to the Mortgage Loans, including a review of credit and legal files, as set forth in writing Section 5 and the Seller shall have substituted new mortgage loans with regard to any Mortgage Loans that Purchaser identified as not meeting the Underwriting Guidelines; (f) following such purchase, the aggregate amount of Mortgage Loans purchased by Purchaser under this Agreement but not removed pursuant to a Whole Loan Transfer or a Pass-Through Transfer (measured by unpaid principal balance of the date that of purchase by Purchaser) shall not exceed the Closing takes placeFunding Limit or the Facility Limit; (g) following such purchase, the “aggregate amount of Mortgage Loans purchased by Purchaser under this Agreement (measured by unpaid principal balance of the date of purchase by Purchaser) shall not exceed the Maximum Purchase Amount; (h) No Event of Default shall exist and be continuing; (i) following such purchase, the Applicable Sublimit Percent Limitations of the aggregate amount of Mortgage Loans purchased by Purchaser under this Agreement but not removed pursuant to a Whole Loan Transfer or a Pass-Through Transfer (measured as a percentage of the unpaid principal balance of the date of purchase by Purchaser) will not be exceeded; (j) The Purchaser shall have received all fees and expenses due and payable to the Purchaser prior to such Closing Date”), Date as to which Purchaser has provided that the Conditions have been satisfied or waived an invoice not less than five (5) Business Days prior to the Closing Date; (k) all other terms and conditions of that certain Master Facilities Agreement, dated August 9, 1999 among the Seller, the Purchaser, Greenwich Capital Markets, Inc., ContiMortgage Corporation, ContiSecurities Asset Funding Corp. III, and ContiSecurities Asset Funding Corp. IV; and: i. there has been no Material Adverse Change since the date (l) all other terms and conditions of this Agreement and the Seller and the members of the Ownership Group shall have certified been complied with. Subject to the Purchaserforegoing conditions, as at the Closing Date, as to the absence of any Material Adverse Change (or, if there has been, that it has been waived by the Purchaser in accordance with the terms hereof); and ii. the Seller Warranties, as qualified by the Disclosure Letter, the Historic FDDs and the Current FDDs, shall be materially true and accurate as at the Closing Date (other than those Seller Warranties that speak as of a specific date or time (which need be true and correct only as of such date or time)), and the Seller and members of the Ownership Group shall have so certified to the Purchaser. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 1 of Schedule 1; and ii. the Purchaser shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closing, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance pay to the each other in order Seller on the related Closing Date the Initial Purchase Price, plus accrued interest pursuant to seek Section 4, by wire transfer of immediately available funds to the fulfillment of account designated by the ConditionsSeller. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Party, provided that such waiver must be in writing.

Closing Conditions Precedent. a. (a) The Closing closing (the "Closing") of the sale and purchase of all of the interests of the Sellers in the Sellers' Shares and in the [SELLERS' INTERESTS] shall take place remotely via at the exchange offices of electronic copies of documents Debevoise & Plimxxxx, 00 avenue Georxx X, 75008 Paris, on the Effective Date [____] or at such other time and date or place as the Parties parties may agree. At or immediately prior to the Closing: (i) The Sellers shall mutually agree transfer the Sellers' Shares and the [SELLERS' INTERESTS] to the Buyer, free and clear of all Liens, in writing accordance with the applicable provisions of French law (or German or Swiss law, as the date that case may be) and the Closing takes placearticles of association (statuts) of the Company, or of the “Closing Date”)Subsidiaries, provided that as the Conditions case may be, and evidence shall be delivered to the Buyer of the registration of the Buyer as the owner of all the Sellers' Shares in the Company's shareholder accounts (certificat d'inscription en compte) and of the registration of the Buyer as the owner of all the [SELLERS' INTERESTS] in the Subsidiaries' shareholder accounts. (ii) The Buyer shall pay to each Seller the amounts set forth in Sections 1.1(a) and 1.1(b) in respect of such Seller, by wire transfer to such bank accounts as the Sellers shall have been satisfied or waived designated for this purpose by notice to Buyer at least five business days prior to the Closing andDate. (b) The obligation of the Sellers to consummate the transactions contemplated by the Closing shall be subject to the fulfillment, or waiver by the Sellers, on or prior to the Closing Date, of each of the following conditions: i. there has been no Material Adverse Change since (i) All representations and warranties of the date of Buyer contained in this Agreement shall be true and correct in all material respects at the Seller time when made and the members also at and as of the Ownership Group have certified to the Purchaser, as at the Closing Date, as to if made at and as of the absence of any Material Adverse Change (or, if there has been, that it has been waived by the Purchaser in accordance with the terms hereof)Closing Date; and (ii. ) Fishxx xxx the Seller Warranties, as qualified Buyer shall have performed and complied in all material respects with all agreements and covenants to be performed and complied with by Fishxx xxx the Disclosure Letter, the Historic FDDs Buyer up to and the Current FDDs, shall be materially true and accurate as at including the Closing Date pursuant to the terms of this Agreement. (other than those Seller Warranties that speak as c) The obligations of a specific date Fishxx xxx the Buyer to consummate the transactions contemplated by the Closing shall be subject to the fulfillment, or time waiver by Fishxx xxx the Buyer, on or prior to the Closing Date, of each of the following conditions: (which need i) All representations and warranties of the Sellers contained in this Agreement shall be true and correct only in all material respects at the time when made and also at and as of such date or time))the Closing Date, as if made at and the Seller and members as of the Ownership Group Closing Date; (ii) The Sellers shall have so certified performed and complied in all material respects with all agreements and covenants to be performed and complied with by the Sellers up to and including the Closing Date pursuant to the Purchaser.terms of this Agreement; b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment (iii) The audited consolidated net income (resultat net consolide de l'exercice certifie par le Commissaire aux Comptes) of the Conditions listed in Part 1 of Schedule 1; and ii. Company and its Subsidiaries for the Purchaser fiscal year ending June 30, 1998, shall use its Reasonable Best Efforts be equal to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closinggreater than FF 43 million [AND THE AUDITOR OF BUYER (DELOITTE & TOUCHE) SHALL HAVE BEEN GIVEN THE OPPORTUNITY TO EXAMINE THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE FISCAL YEAR ENDING JUNE 30, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Party, provided that such waiver must be in writing.1998 AND THE OPPORTUNITY TO REVIEW THOSE FINANCIAL STATEMENTS WITH THE AUDITOR OF

Closing Conditions Precedent. a. 3.1. The purchase and sale contemplated herein shall be consummated at a closing (“Closing”) to take place at the offices of Escrow Agent on the basis of this Agreement. The Closing shall take place remotely via occur on April 1, 2015, subject to the exchange of electronic copies of documents on the Effective Date express adjournment rights provided herein, or at such other time and place as the Parties shall mutually parties may agree upon in writing (the date that the Closing takes place, the “Closing Date”) (TIME BEING OF THE ESSENCE); provided, however, that if the Conditions Precedent have not been satisfied (or waived) on or prior to the Closing Date, Buyer, without limitation of any of Buyer’s rights as a result of Seller’s default hereunder, if applicable, may elect to extend the Closing Date until a date that is up to six (6) Business Days following the date such Conditions Precedent have been satisfied, and Seller shall continue to diligently and in good faith proceed to satisfy such Conditions Precedent and be obligated to close the transaction described herein; provided, however, that the initial Closing Date shall in no event be later than the date that is ninety (90) days after the Effective Date (the “Outside Closing Date”). If the Conditions Precedent for the initial Closing have not been satisfied by Seller (or waived) on or prior to the Outside Closing Date, then Buyer shall either (i) waive the unsatisfied Conditions Precedent and proceed to close without credit or deduction from the Purchase Price, (ii) provided that the Conditions Precedent for the initial Closing have been satisfied with respect to at least two-thirds (2/3rd) of the Properties (by number), close on those Properties for which the Conditions Precedent have been satisfied, with the remaining Properties to be handled pursuant to Sections 3.2 or waived 5.3 (as reasonably elected by Seller), as applicable, or (iii) only in the event that the Conditions Precedent for the initial Closing have not been satisfied with respect to at least seventy-five percent (75%) of the Properties, terminate this Agreement, in which event the provisions of Section 20.8 governing a permitted termination by Buyer of the entire Agreement shall apply. The Closing shall be effective as of 12:01 A.M. on the Closing Date. Buyer and Seller shall each execute and provide such supplemental escrow instructions as the Escrow Agent shall reasonably require for purposes of defining its obligations hereunder provided that, as between Buyer and Seller, the terms of this Agreement shall in all events control. Reference in this Agreement to a “Closing” or a “Closing Date” shall be deemed to refer to the Closing or Closing Date with respect to each particular Property or Deferred Property, as applicable as and when the same occurs or is required to occur. 3.2. As a condition precedent to Buyer’s obligation to close on any particular Property, the Diligence Agent shall not have identified (i) any Deficiency which remains uncured, or (ii) any situation, condition or defect which causes such Property not to be an Eligible Property. Subject to Section 5 and Seller’s other obligations under this Agreement, in the event that Diligence Agent identifies a Deficiency which remains uncured as of the date that is six (6) Business Days prior to the Closing and: i. there has been no Material Adverse Change since Date, Seller shall, at its option, (i) elect to deem such Property a Deferred Property, in which event the date provisions of Section 5.4 governing Deferred Properties shall apply, (ii) provide Buyer with a credit against the Purchase Price in an amount (to be reasonably agreed upon by Buyer and Seller) equal to the reduction in the value of the Property resulting from the uncured Deficiency, but only if Buyer is able to receive financing for such Property under its existing credit arrangements; provided that Buyer shall use commercially reasonable efforts to obtain such financing, or (iii) unless Buyer elects to purchase the affected Property despite the Deficiency, terminate this Agreement with respect to such Property, in which event this Agreement shall terminate as to such Properties only, and the Seller purchase price shall be reduced by the applicable Allocated Asset Value and the members applicable Allocated Deposit shall be returned to Buyer. In the event Diligence Agent identifies a situation, condition or defect which causes a Property not to be an Eligible Property, and such situation, condition or defect may be cured by the payment of money, such situation, condition or defect shall be treated as a Liquidated Defect under Section 5.3.1. If such situation, condition or defect cannot be cured by the Ownership Group payment of money, such situation, condition or defect shall be treated as an Other Defect under Section 5.3.2. “Deficiency” means with respect to any Document Package (A) the failure of one or more documents required to be contained therein to be fully executed or to match the information on the related Property Schedule, as applicable, (B) one or more documents contained therein have certified handwritten changes that are not initialed by all parties to such document or are mutilated, materially damaged or torn or otherwise unreadable or (C) the absence from a Document Package of any document required to be contained therein, in each case only to the Purchaserextent Buyer is not able to receive financing for such Property under its existing credit arrangements as a result; provided that Buyer shall use commercially reasonable efforts to obtain such financing. “Diligence Agent” shall mean Green River Capital, as at LLC. “Eligible Property” means a Property for which the Closing Daterepresentations and warranties set forth in Sections 6.1.2, as to the absence of any Material Adverse Change (or6.1.3, if there has been6.1.4, that it has been waived by the Purchaser in accordance with the terms hereof); and ii. the Seller Warranties6.1.8, as qualified by the Disclosure Letter, the Historic FDDs and the Current FDDs, shall be materially 6.1.9 are true and accurate as at the Closing Date (other than those Seller Warranties correct; provided, however that speak as of a specific date or time (which need be if such representations and warranties are not true and correct only as of but Buyer is able to receive financing for such date or time))Property under its existing credit arrangements, and the Seller and members of the Ownership Group then such Property shall have so certified to the Purchaser. b. As to the Conditions identified on Schedule 1: i. the Seller shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 1 of Schedule 1; and ii. the Purchaser shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Part 2 of Schedule 1; and iii. each Party shall use its Reasonable Best Efforts to fulfill or procure the fulfillment of the Conditions listed in Parts 3 and 4 of Schedule 1. c. At Closing, each Party shall execute and deliver the documents and instruments set out in the relevant part of Schedule 1, and shall do or procure the performance of the actions set out in the relevant part of Schedule 1. The Parties shall provide reasonable assistance to the each other in order to seek the fulfillment of the Conditions. d. To the extent permitted by Law, any Party may waive the delivery or performance of any of the Conditions intended to benefit such Partybe an Eligible Property, provided that Buyer shall use commercially reasonable efforts to obtain such waiver must financing. “Document Package” means, with respect to any Property, the following documents: (i) a vesting deed, which vesting deed shall be included in writingthe Document Package or otherwise recorded in the appropriate local recorder’s office and (ii) for occupied or leased properties, a Lease.