Common use of CONDITIONS PRECEDENT OF THE BUYER Clause in Contracts

CONDITIONS PRECEDENT OF THE BUYER. The obligations of the Buyer under this Agreement are subject to the Buyer’s satisfaction that the following conditions have been duly fulfilled: 4.1.1 completion of satisfactory (in Buyer’s sole and discretionary judgment) legal, commercial, IT, human resources, taxation, financial and clients due diligence by Buyer; 4.1.2 the completion of any formal internal corporate approvals as may be required by Aegis Group plc including approval by the board of directors and Chief Executive Office of Aegis Group plc; 4.1.3 the parties to the Contracts set out in paragraphs (1) to (3) of Schedule 4 (other than the Seller) namely, (i) XXX.xxx, Inc. and Software Galeria, Inc.; (ii) Xxxx Disney Parks and Resorts; and (iii) Medallurgy LLC having given each of their respective consents to the assignments or novations of the same in favour of the Buyer; (a) there having occurred no Material Adverse Change in the period between the date of this Agreement and Closing; (b) nothing having occurred or been omitted which is, or had it occurred or been omitted on or before the date of this Agreement would have constituted, a breach of the Warranties; (c) no order or judgement of any court or governmental, statutory or regulatory body having been issued or made prior to Closing, which has the effect of making unlawful or otherwise prohibiting the purchase of the Purchased Assets by the Buyer; (d) each of the Seller and CDC having performed or complied with, in all material respects, all covenants, obligations and agreements contemplated by this Agreement to be performed or complied with by it at or prior to Closing, including without limitations those set forth in Clause 5; (e) all necessary notification and filings having been made, the expiry, lapsing or termination of all applicable waiting periods (including extensions thereof) under any applicable legislation or regulations and all the licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary or desirable for or in respect of the proposed sale of the Purchased Assets by the Seller to the Buyer having been obtained from appropriate governments, governmental, supranational or trade agencies, courts or other regulatory bodies on terms satisfactory to the Buyer and such licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals remaining in full force and effect. 4.1.5 the Seller having certified in writing the matters mentioned under Clause 4.1.4. 4.1.6 the simultaneous and successful completion of the transactions contemplated under all the Acquisition Agreements to the satisfaction of the Buyer.

CONDITIONS PRECEDENT OF THE BUYER. The obligations obligation of the Buyer under this Agreement are subject to consummate the subscription and payment for the Newly Issued Shares is subject, at the option of the Buyer, to the fulfillment on or prior to the Subscription Closing Date of the following conditions: (a) The Purchase Closing has occurred. (b) The Company be in good standing in the Grand Duchy of Luxembourg on the Subscription Closing Date and there shall be no grounds to reasonably believe that the Company shall not remain in good standing in the Grand Duchy of Luxembourg after the Subscription Closing Date. (c) The Company shall have opened a bank account in the Grand Duchy of Luxembourg in order to implement the Capital Increase in accordance with Applicable Laws. (d) All corporate action required by Applicable Law for the issuance of the Newly Issued Shares (other than the shareholders’ meeting of the Company referred to in Section 2.4(b)) has been completed to the Buyer’s satisfaction that the following conditions have been duly fulfilled: 4.1.1 completion of satisfactory (in Buyer’s sole and discretionary judgment) legal, commercial, IT, human resources, taxation, financial and clients due diligence by Buyer; 4.1.2 the completion of any formal internal corporate approvals as may be required by Aegis Group plc including approval by the board of directors and Chief Executive Office of Aegis Group plc; 4.1.3 the parties to the Contracts set out in paragraphs (1) to (3) of Schedule 4 (other than the Seller) namely, (i) XXX.xxx, Inc. and Software Galeria, Inc.; (ii) Xxxx Disney Parks and Resorts; and (iii) Medallurgy LLC having given each of their respective consents to the assignments or novations of the same in favour of the Buyer; (a) there having occurred no Material Adverse Change in the period between the date of this Agreement and Closing; (b) nothing having occurred or been omitted which is, or had it occurred or been omitted on or before the date of this Agreement would have constituted, a breach of the Warranties; (c) no order or judgement of any court or governmental, statutory or regulatory body having been issued or made prior to Closing, which has the effect of making unlawful or otherwise prohibiting the purchase of the Purchased Assets by the Buyer; (d) each of the Seller and CDC having performed or complied with, in all material respects, all covenants, obligations and agreements contemplated by this Agreement to be performed or complied with by it at or prior to Closing, including without limitations those set forth in Clause 5;its reasonable discretion. (e) all necessary notification and filings having been made, The Company shall have convened the expiry, lapsing or termination of all applicable waiting periods (including extensions thereof) under any applicable legislation or regulations and all the licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary or desirable for or in respect shareholders’ meeting of the proposed sale of the Purchased Assets by the Seller Company referred to the Buyer having been obtained from appropriate governmentsin Section 2.4.b). (f) There shall be no legal, governmentaladministrative, supranational or trade agencies, courts arbitral or other regulatory bodies on terms satisfactory to the Buyer and such licencesproceeding pending before any Governmental or Regulatory Authority, authorisationsor any temporary restraining order or permanent injunction or other order issued by any Governmental or Regulatory Authority shall be in effect, orders, grants, confirmations, permissions, registrations and other approvals remaining in full force and effect. 4.1.5 the Seller having certified in writing the matters mentioned under Clause 4.1.4. 4.1.6 the simultaneous and successful completion prohibiting consummation of the transactions contemplated under this Agreement or making the consummation of the transactions contemplated under this Agreement illegal or that requires such transactions to be rescinded. (g) The representations and warranties of Sellers and the Company contained in this Agreement shall be true and correct as of the Subscription Closing Date (except to the extent such representations and warranties relate to an earlier date, in which case as of such earlier date, but not including the Purchase Closing Date). (h) The Company and the Sellers shall have performed in all material respects all obligations required to be performed by them under this Agreement or any other Transaction Agreement on or prior to the Subscription Closing Date. (i) There shall not have been any event or occurrence that would constitute a Material Adverse Effect. (j) The Company and the Sellers, as applicable, shall have sent a written notice to the Buyer stating that the conditions set forth in (a) to (i) above have been fulfilled (the “Subscription Notice”), provided that it shall be understood that the Company shall make commercially reasonable efforts to open the bank account referred to in paragraph (c) above before January 31, 2013, to take all the Acquisition Agreements corporate actions indicated in paragraph (d) above, and to send the notice contemplated in this paragraph (e) as promply as practicable after having completed the condition set forth in (c) above. (k) The Buyer shall have received an officer’s or directors’ certificate of the Company certifying as to the satisfaction of the Buyermatters set forth in paragraphs (b), (c), (d), (e), (f), (g), (h) and (i).

CONDITIONS PRECEDENT OF THE BUYER. The obligations of the Buyer under this Agreement are subject to the Buyer’s satisfaction that the following conditions have been duly fulfilled: 4.1.1 completion of satisfactory (in Buyer’s sole and discretionary judgment) legal, commercial, IT, human resources, taxation, commercial and financial and clients due diligence by Buyer; 4.1.2 the completion of any formal internal corporate approvals as may be required by Aegis Group plc including approval by the board of directors and Chief Executive Office of Aegis Group plc; 4.1.3 the parties to the Contracts set out in paragraphs (1) to (3) of Schedule 4 (other than the Seller) namely, (i) XXX.xxx, Inc. and Software Galeria, Inc.; (ii) Xxxx Disney Parks and Resorts; and (iii) Medallurgy LLC having given each of their respective consents to the assignments or novations of the same in favour of the Buyer; 4.1.4 (a) there having occurred no Material Adverse Change in the period between the date of this Agreement and Closing; (ba ) nothing having occurred or been omitted which is, or had it occurred or been omitted on or before the date of this Agreement would have constituted, a breach of the Warranties; (ca ) no order or judgement of any court or governmental, statutory or regulatory body having been issued or made prior to Closing, which has the effect of making unlawful or otherwise prohibiting the purchase of the Purchased Assets by the Buyer; (db ) each of the Seller and CDC having performed or complied with, in all material respects, all covenants, obligations and agreements contemplated by this Agreement to be performed or complied with by it at or prior to Closing, including without limitations those set forth in Clause 5; (ec ) all necessary notification and filings having been made, the expiry, lapsing or termination of all applicable waiting periods (including extensions thereof) under any applicable legislation or regulations and all the licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary or desirable for or in respect of the proposed sale of the Purchased Assets by the Seller to the Buyer having been obtained from appropriate governments, governmental, supranational or trade agencies, courts or other regulatory bodies on terms satisfactory to the Buyer and such licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals remaining in full force and effect.; 4.1.5 the Seller having certified in writing the matters mentioned under Clause 4.1.4.; 4.1.6 the simultaneous and successful completion of the transactions contemplated under all the Acquisition Agreements to the satisfaction of to the BuyerBuyer and Seller.