Common use of Conditions Precedent to the Obligations of the Purchaser Clause in Contracts

Conditions Precedent to the Obligations of the Purchaser. The Purchaser’s obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Purchaser: (1) with respect to the representations and warranties of the Sellers in Sections 4.1 and 4.2, the Fundamental Representations shall be true and correct in all respects and the other representations and warranties shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Sellers shall have performed in all respects all covenants and obligations required by this Agreement to be performed by the Seller at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and (7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.

Conditions Precedent to the Obligations of the Purchaser. The Purchaser’s obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Purchaser: (1) with respect to the representations and warranties of the Sellers Seller in Sections 4.1 and 4.2, the Fundamental Representations shall be true and correct in all respects and the other representations and warranties shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Sellers Seller shall have performed in all respects all covenants and obligations required by this Agreement to be performed by the Seller at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among between the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and (7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ Seller’s obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.

Conditions Precedent to the Obligations of the Purchaser. The Purchaser’s obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Purchaser: (1) with respect to the representations and warranties of the Sellers in Sections 4.1 and 4.2, the Fundamental Representations shall be true and correct in all respects and the other representations and warranties shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Sellers shall have performed in all respects all covenants and obligations required by this Agreement to be performed by the Seller at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and (7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed executed, and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.

Conditions Precedent to the Obligations of the Purchaser. The Purchaser’s obligation to effectuate the Closing under this Agreement hereunder shall be subject to the fulfillment of the following conditions, any of which may be unless waived in writing by the Purchaser: (1) with With respect to the representations and warranties of the Sellers Seller in Sections 4.1 and 4.2, the Fundamental Representations Representations, in all respects, and the other representations and warranties, in all material respect, shall be true and correct in all respects and the other representations and warranties shall be true and correct in all material respects as of the Effective Execution Date and the Closing Date (other than or, if the representations and warranties which expressly address matters only as of a certain datedate or time, which shall be as of such datedate or time); (2) the Sellers The Seller shall have performed in all respects all the covenants and obligations required by this Agreement to be performed or complied with by the Seller at on or prior to the Closing Date; (3) no No order, ruling, or other measures of any Governmental Authority that prohibits or materially prevents or restrains the Transaction shall existTransaction; (4) the execution of and the performance of the obligations under the The Merger Agreement shall have been validly and effectively executed and approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by All Permits and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits approvals required to be obtained by the Parties on or prior to the Closing Date for the Closing of the Transaction, including the foreign investment reporting under the Foreign Investment Promotion Act of Korea, the securities acquisition reporting and/or the foreign direct investment reporting under the Foreign Exchange Transaction shall Act of Korea and the Enforcement Decree thereof (if applicable), have been lawfully obtained and completed by the Parties; and (7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.

Conditions Precedent to the Obligations of the Purchaser. The Purchaser’s obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Purchaser: (1) with respect to the representations and warranties of the Sellers Seller in Sections 4.1 and 4.2, the Fundamental Representations shall be true and correct in all respects and the other representations and warranties shall be true and correct in all material respects as of the Effective Execution Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Sellers Seller shall have performed in all respects all covenants and obligations required by this Agreement to be performed by the Seller at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (65) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and; (76) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ Seller’s obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established; and (7) the Spin-Off shall have been lawfully and validly completed as stipulated in the Spin-Off plan in compliance with the Korean Commercial Code and other applicable Law.