Common use of Conditions to Closing in Favor of the Buyer Clause in Contracts

Conditions to Closing in Favor of the Buyer. The occurrence of the Closing is subject to the following terms and conditions for the exclusive benefit of the Buyer, to be performed or fulfilled at or prior to the Time of Closing unless waived in writing by the Buyer: (a) Buyer, a Delaware limited liability company shall have completed an offering (the “Offering”) of 99,825 of its Class A Shares (the “Shares”) for a total offering price of $1,996,500; (b) Seller shall have delivered the documents and items as required by Section 3.03; (c) Buyer shall have obtained all necessary approvals with respect to the transactions contemplated herein; (d) The representations and warranties of Seller contained in this Agreement shall be true, complete and correct in all material respects at the Time of Closing, other than representations and warranties which are qualified as to materiality, which shall be true, complete and correct in all respects as the Time of Closing; (e) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Seller at or before the Time of Closing shall have been complied with or performed in all material respects; (f) There shall have been obtained from all appropriate Governmental Authorities such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by Seller to permit the change of ownership of the Painting contemplated hereby, in each case in form and substance to the reasonable satisfaction of the Buyer; (g) No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Painting contemplated hereby; (h) No material damage by fire or other hazard to the whole or any material part of the Painting shall have occurred and no material part of the Painting shall be, or be under the threat of being, appropriated, expropriated or seized by any governmental or other lawful authority; and (i) There shall have been no Material Adverse Effect;

Conditions to Closing in Favor of the Buyer. The occurrence of the Closing is subject to the following terms and conditions for the exclusive benefit of the Buyer, to be performed or fulfilled at or prior to the Time of Closing unless waived in writing by the Buyer: (a) Buyer, a Delaware limited liability company shall have completed the following two offerings collectively referred to herein as the “Offerings” for a total aggregate offering price of up to $1,996,500: (i) an offering (the “Offering”) of 99,825 up to 34,939 of its Class A Ordinary Shares (the “Class A Shares”) for pursuant to Regulation A and (ii) a total offering price private placement of $1,996,500up to 64,887 of its Preferred Shares (“Preferred Shares, and together with Class A Shares, “Shares”) pursuant to Rule 506 of Regulation D; (b) Seller shall have delivered the documents and items as required by Section 3.03; (c) Buyer shall have obtained all necessary approvals with respect to the transactions contemplated herein; (d) The representations and warranties of Seller contained in this Agreement shall be true, complete and correct in all material respects at the Time of Closing, other than representations and warranties which are qualified as to materiality, which shall be true, complete and correct in all respects as the Time of Closing; (e) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Seller at or before the Time of Closing shall have been complied with or performed in all material respects; (f) There shall have been obtained from all appropriate Governmental Authorities such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by Seller to permit the change of ownership of the Painting contemplated hereby, in each case in form and substance to the reasonable satisfaction of the Buyer; (g) No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Painting contemplated hereby; (h) No material damage by fire or other hazard to the whole or any material part of the Painting shall have occurred and no material part of the Painting shall be, or be under the threat of being, appropriated, expropriated or seized by any governmental or other lawful authority; and (i) There shall have been no Material Adverse Effect;

Conditions to Closing in Favor of the Buyer. The occurrence of the Closing is subject to the following terms and conditions for the exclusive benefit of the Buyer, to be performed or fulfilled at or prior to the Time of Closing unless waived in writing by the Buyer: (a) Buyer, a Delaware limited liability company shall have completed the following two offerings collectively referred to herein as the “Offerings” for a total aggregate offering price of up to $1,996,500: (i) an offering (the “Offering”) of up to 99,825 of its Class A Ordinary Shares (the “Class A Shares”) for pursuant to Regulation A and (ii) a total offering price private placement of up to 64,887 of its Preferred Shares (“Preferred Shares, and together with Class A Shares, “Shares”) pursuant to Rule 506(c) of Regulation D , provided, the size of the Offering of Class A Shares will be reduced on a share-for-share basis to the extent Preferred Shares are sold in the Private Placement, such that aggregate proceeds from both this Offering and the Private Placement will not exceed $1,996,5001,996,500 and not more than 99,825 shares will be sold in the Offerings on an aggregate basis; (b) Seller shall have delivered the documents and items as required by Section 3.03; (c) Buyer shall have obtained all necessary approvals with respect to the transactions contemplated herein; (d) The representations and warranties of Seller contained in this Agreement shall be true, complete and correct in all material respects at the Time of Closing, other than representations and warranties which are qualified as to materiality, which shall be true, complete and correct in all respects as the Time of Closing; (e) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Seller at or before the Time of Closing shall have been complied with or performed in all material respects; (f) There shall have been obtained from all appropriate Governmental Authorities such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by Seller to permit the change of ownership of the Painting contemplated hereby, in each case in form and substance to the reasonable satisfaction of the Buyer; (g) No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Painting contemplated hereby; (h) No material damage by fire or other hazard to the whole or any material part of the Painting shall have occurred and no material part of the Painting shall be, or be under the threat of being, appropriated, expropriated or seized by any governmental or other lawful authority; and (i) There shall have been no Material Adverse Effect;

Conditions to Closing in Favor of the Buyer. The occurrence of the Closing is subject to the following terms and conditions for the exclusive benefit of the Buyer, to be performed or fulfilled at or prior to the Time of Closing unless waived in writing by the Buyer: (a) Buyer, a Delaware limited liability company shall have completed an offering (the “Offering”) of up to 99,825 of its Class A Ordinary Shares (the “Class A Shares”) for a total offering price of $1,996,500pursuant to Regulation A; (b) Seller shall have delivered the documents and items as required by Section 3.03; (c) Buyer shall have obtained all necessary approvals with respect to the transactions contemplated herein; (d) The representations and warranties of Seller contained in this Agreement shall be true, complete and correct in all material respects at the Time of Closing, other than representations and warranties which are qualified as to materiality, which shall be true, complete and correct in all respects as the Time of Closing; (e) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Seller at or before the Time of Closing shall have been complied with or performed in all material respects; (f) There shall have been obtained from all appropriate Governmental Authorities such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by Seller to permit the change of ownership of the Painting contemplated hereby, in each case in form and substance to the reasonable satisfaction of the Buyer; (g) No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Painting contemplated hereby; (h) No material damage by fire or other hazard to the whole or any material part of the Painting shall have occurred and no material part of the Painting shall be, or be under the threat of being, appropriated, expropriated or seized by any governmental or other lawful authority; and (i) There shall have been no Material Adverse Effect;

Conditions to Closing in Favor of the Buyer. The occurrence of the Closing is subject to the following terms and conditions for the exclusive benefit of the Buyer, to be performed or fulfilled at or prior to the Time of Closing unless waived in writing by the Buyer: (a) Buyer, a Delaware limited liability company shall have completed the following two offerings collectively referred to herein as the “Offerings” for a total aggregate offering price of up to $1,996,500: (i) an offering (the “Offering”) of 99,825 up to 34,939 of its Class A Ordinary Shares (the “Class A Shares”) for pursuant to Regulation A and (ii) a total offering price private placement of $1,996,500up to 64,887 of its Preferred Shares (“Preferred Shares, and together with Class A Shares, “Shares”) pursuant to Rule 506(c) of Regulation D; (b) Seller shall have delivered the documents and items as required by Section 3.03; (c) Buyer shall have obtained all necessary approvals with respect to the transactions contemplated herein; (d) The representations and warranties of Seller contained in this Agreement shall be true, complete and correct in all material respects at the Time of Closing, other than representations and warranties which are qualified as to materiality, which shall be true, complete and correct in all respects as the Time of Closing; (e) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Seller at or before the Time of Closing shall have been complied with or performed in all material respects; (f) There shall have been obtained from all appropriate Governmental Authorities such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by Seller to permit the change of ownership of the Painting contemplated hereby, in each case in form and substance to the reasonable satisfaction of the Buyer; (g) No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Painting contemplated hereby; (h) No material damage by fire or other hazard to the whole or any material part of the Painting shall have occurred and no material part of the Painting shall be, or be under the threat of being, appropriated, expropriated or seized by any governmental or other lawful authority; and (i) There shall have been no Material Adverse Effect;