Common use of CONDITIONS TO CLOSING BY THE PURCHASER Clause in Contracts

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions: (a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date. (c) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable. (d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (e) The Seller shall have delivered each of the items described in Section 3.2. (f) Seller shall not have made changes to current levels of compensation unless agreed upon by the Parties or paid any dividends prior to the Close. (g) Seller shall have conducted its business only in the ordinary course and shall not have acquired or agreed to acquire as part of the business all or any substantial portion of the assets or business of any other business organization by merger or consolidation, stock purchase or asset purchase without Purchaser’s approval in writing. (h) Seller shall have completed the approval of this Agreement and Ancillary Agreements as required under its articles of organization, operating agreements, and the laws of the jurisdictions where it is subject. (i) There were no appraisal rights (dissenter’s rights) asserted by any owner of Seller in connection with this transaction.

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of each of the following conditions: (a) The representations and warranties of certain of the Seller Sellers and the Stockholder set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller Sellers and the Stockholder shall have performed in all material respects the covenants required to be performed by it them under this Agreement at or prior to the Closing Date. (c) The Seller board of directors of the Purchaser shall have approved this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. (d) This Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall have been approved by the Board and shall have received Stockholder Approval. (e) The Sellers shall have delivered to the Purchaser all consents to the performance by the Sellers of their obligations under this Agreement and the Ancillary Agreements or to the consummation of the transactions contemplated hereby and thereby as are required under any Contract to which the Sellers are a party or by which any of its assets or properties are bound, including those Contracts listed on Schedule 7.1(e). Each such consent shall: (i) be in form and substance satisfactory to the Purchaser in its sole discretion, (ii) not be subject to the satisfaction of any condition that has not been satisfied or waived and (iii) be in full force and effect. (f) Since the date hereof, there shall not have been any event, occurrence or development that has caused, or could reasonably be expected to cause, a Material Adverse Effect. (g) Each of the Sellers and the Stockholder shall have executed and delivered each of the Ancillary Agreements, as applicableAgreements to which it is a party. (dh) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller Sellers and the Stockholder shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (ei) The Sellers shall have delivered to the Purchaser a duly completed and executed certification pursuant to Section 1.445-2 of the Treasury regulations certifying that neither Seller is a foreign person. (j) The Sellers shall have delivered to the Purchaser an opinion of its counsel in the form attached hereto as Exhibit G. (k) The Purchaser shall have received releases and UCC-3 termination statements, in each case in recordable form, from all Persons holding Liens on the Assets. (l) The Sellers shall have delivered each of the items described in Section 3.2. (fm) Seller shall not have made changes to current levels of compensation unless agreed upon by the Parties or paid any dividends prior to the Close. (g) Seller The Stockholder and Kidville shall have conducted its business only in entered into an employment agreement, the ordinary course and shall not have acquired or agreed terms of which being acceptable to acquire as part of the business all or any substantial portion of the assets or business of any other business organization by merger or consolidation, stock purchase or asset purchase without Purchaser’s approval in writingKidville. (h) Seller shall have completed the approval of this Agreement and Ancillary Agreements as required under its articles of organization, operating agreements, and the laws of the jurisdictions where it is subject. (i) There were no appraisal rights (dissenter’s rights) asserted by any owner of Seller in connection with this transaction.

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of each of the following conditions: (a) The representations and warranties of certain of the Seller Parties set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement hereof and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller Parties shall have performed in all material respects the covenants required to be performed by it them under this Agreement at or prior to the Closing Date. (c) The This Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall have been approved by the stockholders of the Parent in accordance with applicable Law and the Parent’s certificate of incorporation and by-laws; (d) Since the date hereof, there shall not have been any event, occurrence or development that has caused, or could reasonably be expected to cause, a Material Adverse Effect. (e) Each Seller Party shall have executed and delivered each of the Ancillary Agreements, as applicableAgreements to which such Person is a party. (df) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller Parties shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (eg) The Seller shall have delivered to the Purchaser a duly completed and executed certification pursuant to Section 1.1445-2 of the Treasury regulations certifying that the Seller is not a foreign person. (h) The Purchaser shall have received releases and UCC-3 termination statements, in each case in recordable form, from all Persons holding Liens on the Assets. (i) The Seller shall have delivered each of the items described in Section 3.2. (f) Seller shall not have made changes to current levels of compensation unless agreed upon by the Parties or paid any dividends prior to the Close. (g) Seller shall have conducted its business only in the ordinary course and shall not have acquired or agreed to acquire as part of the business all or any substantial portion of the assets or business of any other business organization by merger or consolidation, stock purchase or asset purchase without Purchaser’s approval in writing. (h) Seller shall have completed the approval of this Agreement and Ancillary Agreements as required under its articles of organization, operating agreements, and the laws of the jurisdictions where it is subject. (i) There were no appraisal rights (dissenter’s rights) asserted by any owner of Seller in connection with this transaction.

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser PURCHASER to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser PURCHASER of the following conditions: (a) The representations and warranties of certain of the Seller SELLER set forth in this Agreement AGREEMENT shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement AGREEMENT and as of the Closing Date CLOSING DATE as though made on and as of the Closing DateCLOSING DATE. (b) The Seller SELLER shall have performed in all material respects the covenants required to be performed by it under this Agreement AGREEMENT at or prior to the Closing DateCLOSING DATE. (c) The Seller SELLER shall have executed and delivered each of the Ancillary AgreementsANCILLARY AGREEMENTS, as applicable. (d) There shall be no effective or pending Law LAW or Order ORDER that would prohibit the ClosingCLOSING, and the Seller SELLER shall have obtained all necessary approvals of any Governmental Entities or other third parties in connection with the transactions contemplated hereby and by the Ancillary AgreementsANCILLARY AGREEMENTS. The parties will cooperate with one another and proceed, as promptly as is reasonably practicable, to seek to obtain all necessary consents and approvals needed, and to endeavor to comply with all other legal or contractual requirements for the consummation of this AGREEMENT. (e) The Seller SELLER shall have delivered each of the items described in Section 3.2. (f) Seller There shall not have made changes to current levels of compensation unless agreed upon by be no pending or threatened litigation regarding the Parties or paid any dividends prior to the CloseASSETS. (g) Seller PURCHASER’S due diligence investigation shall have conducted been satisfactorily completed, including, but not limited to, its business only in the ordinary course and shall not have acquired or agreed to acquire as part investigation of the business all or any substantial portion recurring revenue of SELLER’S installed casino games, the number of locations at which the games are installed, and the ownership, validity and enforceability (including but not limited to with respect to the games as currently played) of the assets or business of patents, trademarks and copyrights and any other business organization by merger or consolidation, stock purchase or asset purchase without Purchaser’s approval in writingCONTRACTS necessary for PURCHASER to offer the games. (h) Seller SELLER and PURCHASER shall have completed agree upon the approval of this Agreement and Ancillary Agreements as required under its articles of organization, operating agreements, and the laws allocation of the jurisdictions where it is subjectPURCHASE PRICE to various components of the ASSETS. (i) There were no appraisal rights (dissenter’s rights) asserted SELLER and PURCHASER shall have obtained all necessary board and stockholder approvals and consents as required by any owner of Seller in connection with this transactiontheir respective governing documents.

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions: (a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date. (c) The board of directors of the Seller shall have approved this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. (d) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable. (de) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (ef) The Seller shall have delivered each of the items described in Section 3.2. (f) Seller shall not have made changes to current levels of compensation unless agreed upon by the Parties or paid any dividends prior to the Close. (g) The Seller shall have conducted its business only in delivered to the ordinary course Purchaser a duly completed and shall not have acquired or agreed executed certification pursuant to acquire as part Section 1.445-2(b)(2) of the business all or any substantial portion of Treasury regulations certifying that the assets or business of any other business organization by merger or consolidation, stock purchase or asset purchase without Purchaser’s approval in writingSeller is not a foreign person. (h) Seller shall have completed the approval of this Agreement and Ancillary Agreements as required under its articles of organization, operating agreements, and the laws of the jurisdictions where it is subject. (i) There were no appraisal rights (dissenter’s rights) asserted by any owner of Seller in connection with this transaction.