Common use of Conditions to Completion Clause in Contracts

Conditions to Completion. 3.1 The respective obligations of the Seller and the Purchaser in the Completion to complete the transactions contemplated by this Agreement to occur at the Completion shall be subject to the satisfaction or waiver, at or prior to the Completion, of each of the following conditions: (a) the approvals listed in Schedule 5 being obtained or deemed to have been obtained by expiration of the applicable waiting period and Completion being permitted to occur pursuant to such approvals; (b) the approvals listed in Schedule 6 being obtained or deemed to have been obtained by expiration of the applicable waiting period and Completion being permitted to occur pursuant to such approvals; (c) either (i) CFIUS having provided notice to the effect that review or investigation of the transactions contemplated by the Transaction Agreements has concluded and that a determination has been made that there are no issues of national security of the United States sufficient to warrant further investigation under FINSA or (ii) the President of the United States not having taken action to block or prevent the consummation of the transactions contemplated by this Agreement under FINSA and the applicable period of time for the President to take such action shall have expired without extension; (d) the title to, and registration with the FAA of, each aircraft (i) (x) title to which was, as of the Lease Disclosure Date, owned directly by a Company Group Member or (y) that is acquired by a Company Group Member after such date and (ii) that, immediately prior to Completion, is beneficially owned by a Company Group Member and registered with the FAA (each such aircraft, an “FAA Aircraft”), being held by, and registered with the FAA in the name of, an owner trustee that is a U.S. Citizen and that is Wilmington Trust, Xxxxx Fargo, Bank of Utah, US Bank, Bank of New York Mellon, Deutsche Bank or another person reasonably acceptable to the Seller after consultation with the Purchaser (an “Owner Trustee”), in each case, for the benefit of the Company under a trust agreement between the Owner Trustee and the Company, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust; (i) the Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to the Company), 2.3, and 3 of Part A of Schedule 1 being true and correct in all respects as of the Completion Date as though made on the Completion Date, (ii) all other Fundamental Warranties being true and correct in all material respects as of the Completion Date as though made on the Completion Date, (iii) the Disclosure Warranty being true and correct as of the Company Prospectus Date, and (iv) all other Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in the case of (iii) and (iv) without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein, and in the case of (iii) and (iv) except to the extent that any failure or failures of any such Warranties to be true and correct as of the Company Prospectus Date (in the case of the Disclosure Warranty) or the Completion Date (in the case of all other Warranties), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (i) the Purchaser Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to the AerCap) and 3 of Part B of Schedule 1 being true and correct in all respects as of the Completion Date as though made on the Completion Date, (ii) all other Purchaser Fundamental Warranties being true and correct in all material respects as of the Completion Date as though made on the Completion Date, (iii) the Purchaser Warranty in paragraph 15 in Part B of Schedule 1 with respect to the AerCap Form 20-F being true and correct as of March 13, 2013 and (iv) all other Purchaser Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Purchaser Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in the case of (iv) without giving effect to any limitations as to materiality or Purchaser Material Adverse Effect set forth therein, and in the case of (iv) except to the extent that any failure or failures of any such Purchaser Warranties to be true and correct as of the Completion Date, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect; (g) the Parent’s covenants under clause 8.1 and Schedule 2 having been complied with as of the Completion Date in all material respects; (h) AerCap’s covenants under clause 8.4 and Schedule 2 having been complied with as of the Completion Date in all material respects; (i) no Material Adverse Effect having occurred between the Signing Date and the Completion Date; (j) no Purchaser Material Adverse Effect having occurred between the Signing Date and the Completion Date; (k) no Order by any Governmental Authority of competent jurisdiction shall be in effect, and no Law shall have been enacted by any Governmental Authority of competent jurisdiction that, in any case, restrains, enjoins or otherwise prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Agreements; provided that the party invoking this condition must have complied in all material respects with its obligations in clause 4; (l) the AerCap Shareholder Approval shall have been obtained; (m) the Registration Rights Agreement and the Shareholders’ Agreement shall have been executed and delivered by each Parent Group Member party thereto; (n) the Registration Rights Agreement, the Shareholders’ Agreement and the Compliance Agreement shall have been executed and delivered by each Purchaser Group Member party thereto; (o) the Stock Consideration shall have been listed on the New York Stock Exchange, subject to official notice of issuance; and (p) the Tier 1 Amendment shall have been obtained; provided that the condition set forth in this clause 3.1(l) shall be deemed to be waived without any further action by any party if Purchaser or AerCap materially breach the covenant set forth in clause 8.9(ii). 3.2 The Purchaser may waive in writing in whole or in part all or any of the Conditions set out in clause 3.1(a), (d), (e), (g), (i), (m) or (p) and, if so waived, any such Condition shall no longer operate as a condition to the Completion. The Seller may waive in writing in whole or in part the Conditions set out in clause 3.1(b), (f), (h), (j), (n) or (o) and, if so waived, any such Condition shall no longer operate as a condition to the Completion. The Conditions set out in clause 3.1(c), (k) and (l), may be waived only by mutual agreement of the Seller and the Purchaser and, if so waived, such Conditions shall no longer operate as a condition to the Completion.

Conditions to Completion. 3.1 The respective obligations obligation of the Seller Offeror to accept for payment the tendered Outstanding Shares and the Purchaser in the Completion Outstanding Equity Instruments and to complete the transactions contemplated by this Agreement to occur at the Completion Tender Offer shall be subject to the satisfaction or waiverfulfillment or, at to the extent permitted by Applicable Law, waiver by Offeror of the following conditions on or prior to the Completion, of each date of the following conditionsOfferor’s announcement of the final result of the Tender Offer: (a) the approvals listed valid tender of Outstanding Shares (including Outstanding Shares represented by validly tendered ADSs and validly tendered Warrants) representing, together with any Outstanding Shares (including Outstanding Shares represented by ADSs and Warrants) otherwise acquired by the Offeror, more than ninety percent (90%) of the issued and outstanding Shares and voting rights of the Company, calculated on a Fully Diluted Basis and otherwise in Schedule 5 being obtained or deemed to accordance with Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (21.7.2006/624); as used in this paragraph “Fully Diluted Basis” means an equation in which the numerator represents the aggregate number of Outstanding Shares (including Outstanding Shares represented by ADSs) and Warrants that have been obtained validly tendered or otherwise acquired by expiration the Offeror and the denominator represents the aggregate number of all Outstanding Shares (including Outstanding Shares represented by ADSs) and Warrants, as well as shares issuable upon the applicable waiting period vesting and Completion being permitted to occur pursuant to such approvals;exercise of those Outstanding Equity Instruments (other than Warrants) that have not been validly tendered into the Tender Offer or otherwise acquired by the Offeror. (b) the approvals listed in Schedule 6 being obtained expiration or deemed to have been obtained by expiration termination of the any applicable waiting period and Completion being permitted to occur pursuant to such approvalsunder the HSR Act; (c) either (i) CFIUS no Material Adverse Effect having provided notice to occurred after the effect that review or investigation of the transactions contemplated by the Transaction Agreements has concluded and that a determination has been made that there are no issues of national security of the United States sufficient to warrant further investigation under FINSA or (ii) the President of the United States not having taken action to block or prevent the consummation of the transactions contemplated by this Agreement under FINSA and the applicable period of time for the President to take such action shall have expired without extensionSigning Date; (d) the title toOfferor not, after the Signing Date, having received information previously undisclosed to it that describes a Material Adverse Effect that occurred prior to the Signing Date; (e) no information made public by the Company or disclosed by the Company to the Offeror being materially inaccurate, incomplete, or misleading, and registration with the FAA ofCompany not having failed to make public any information that should have been made public by it under Applicable Laws, each aircraft (i) (x) title to which wasincluding without limitation the rules of Nasdaq Helsinki and Nasdaq US, as of the Lease Disclosure Date, owned directly by a Company Group Member or (y) that is acquired by a Company Group Member after such date and (ii) provided that, immediately prior to Completion, is beneficially owned by a Company Group Member and registered with the FAA (each such aircraft, an “FAA Aircraft”), being held by, and registered with the FAA in the name of, an owner trustee that is a U.S. Citizen and that is Wilmington Trust, Xxxxx Fargo, Bank of Utah, US Bank, Bank of New York Mellon, Deutsche Bank or another person reasonably acceptable to the Seller after consultation with the Purchaser (an “Owner Trustee”), in each case, for the benefit of the Company under a trust agreement between the Owner Trustee and the Companyinformation made public, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust; (i) the Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to the Company), 2.3, and 3 of Part A of Schedule 1 being true and correct in all respects as of the Completion Date as though made on the Completion Date, (ii) all other Fundamental Warranties being true and correct in all material respects as of the Completion Date as though made on the Completion Date, (iii) the Disclosure Warranty being true and correct as of the Company Prospectus Date, and (iv) all other Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in the case of (iii) and (iv) without giving effect to any limitations as to materiality disclosed or Material Adverse Effect set forth therein, and in the case of (iii) and (iv) except to the extent that any failure or failures of any such Warranties to be true and correct as of the Company Prospectus Date (in the case of the Disclosure Warranty) not disclosed or the Completion Date (in the case of all other Warranties), individually or in the aggregate, has not had and would not reasonably be expected failure to have disclose information constitutes a Material Adverse Effect; (if) no court or regulatory authority of competent jurisdiction (including without limitation the Purchaser Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to Finnish Financial Supervisory Authority or the AerCapSEC) and 3 of Part B of Schedule 1 being true and correct in all respects as having given an order or issued any regulatory action preventing or enjoining the completion of the Completion Date as though made on the Completion Date, (ii) all other Purchaser Fundamental Warranties being true and correct in all material respects as of the Completion Date as though made on the Completion Date, (iii) the Purchaser Warranty in paragraph 15 in Part B of Schedule 1 with respect to the AerCap Form 20-F being true and correct as of March 13, 2013 and (iv) all other Purchaser Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Purchaser Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in the case of (iv) without giving effect to any limitations as to materiality or Purchaser Material Adverse Effect set forth therein, and in the case of (iv) except to the extent that any failure or failures of any such Purchaser Warranties to be true and correct as of the Completion Date, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse EffectTender Offer; (g) the Parent’s covenants under clause 8.1 and Schedule 2 having been complied with as Board of Directors of the Completion Date Company having issued the Recommendation and the Recommendation remaining in all material respects;force and not being modified or changed in a manner detrimental to the Offeror; and (h) AerCap’s covenants under clause 8.4 and Schedule 2 this Agreement not having been complied with as of the Completion Date terminated and remaining in all material respects; (i) force and no Material Adverse Effect event having occurred between the Signing Date and the Completion Date; (j) no Purchaser Material Adverse Effect having occurred between the Signing Date and the Completion Date; (k) no Order by any Governmental Authority of competent jurisdiction shall be in effect, and no Law shall have been enacted by any Governmental Authority of competent jurisdiction that, in any casewith the passage of time, restrains, enjoins or otherwise prohibits or makes illegal would give the consummation of Offeror the transactions contemplated by right to terminate this Agreement under Section 6.3(b)-(e). Subject to the Transaction Agreements; provided that the party invoking this condition must have complied in all material respects with its obligations in clause 4; (l) the AerCap Shareholder Approval shall have been obtained; (m) the Registration Rights Agreement terms and the Shareholders’ Agreement shall have been executed and delivered by each Parent Group Member party thereto; (n) the Registration Rights Agreement, the Shareholders’ Agreement and the Compliance Agreement shall have been executed and delivered by each Purchaser Group Member party thereto; (o) the Stock Consideration shall have been listed on the New York Stock Exchange, subject to official notice of issuance; and (p) the Tier 1 Amendment shall have been obtained; provided that the condition conditions set forth in this clause 3.1(l) shall be deemed Agreement and to be waived without any further action by any party if Purchaser the satisfaction or AerCap materially breach waiver of the covenant conditions to completion set forth in clause 8.9(ii). 3.2 The Purchaser may waive in writing in whole or in part all or any above, the Offeror shall accept for payment and pay for, as promptly as practicable after the expiration of the Conditions set out Tender Offer in clause 3.1(a)accordance with Applicable Law, (d)all Shares, (e), (g), (i), (m) or (p) and, if so waived, any such Condition shall no longer operate as a condition ADSs and Outstanding Equity Instruments validly tendered and not withdrawn pursuant to the Completion. The Seller may waive in writing in whole or in part the Conditions set out in clause 3.1(b), (f), (h), (j), (n) or (o) and, if so waived, any such Condition shall no longer operate as a condition to the Completion. The Conditions set out in clause 3.1(c), (k) and (l), may be waived only by mutual agreement of the Seller and the Purchaser and, if so waived, such Conditions shall no longer operate as a condition to the CompletionTender Offer.

Conditions to Completion. 3.1 The respective obligations obligation of the Seller Offeror to accept for payment the tendered Outstanding Shares and the Purchaser in the Completion Outstanding Equity Instruments and to complete the transactions contemplated by this Agreement to occur at the Completion Tender Offer shall be subject to the satisfaction or waiverfulfillment or, at to the extent permitted by Applicable Law, waiver by Offeror of the following conditions on or prior to the Completion, of each date of the following conditionsOfferor’s announcement of the final result of the Tender Offer: (a) the approvals listed valid tender of Outstanding Shares (including Outstanding Shares represented by validly tendered ADSs and validly tendered Warrants) representing, together with any Outstanding Shares (including Outstanding Shares represented by ADSs and Warrants) otherwise acquired by the Offeror, more than ninety percent (90%) of the issued and outstanding Shares and voting rights of the Company, calculated on a Fully Diluted Basis and otherwise in Schedule 5 being obtained or deemed to accordance with Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (21.7.2006/624); as used in this paragraph "Fully Diluted Basis" means an equation in which the numerator represents the aggregate number of Outstanding Shares (including Outstanding Shares represented by ADSs) and Warrants that have been obtained validly tendered or otherwise acquired by expiration the Offeror and the denominator represents the aggregate number of all Outstanding Shares (including Outstanding Shares represented by ADSs) and Warrants, as well as shares issuable upon the applicable waiting period vesting and Completion being permitted to occur pursuant to such approvals;exercise of those Outstanding Equity Instruments (other than Warrants) that have not been validly tendered into the Tender Offer or otherwise acquired by the Offeror. (b) the approvals listed in Schedule 6 being obtained expiration or deemed to have been obtained by expiration termination of the any applicable waiting period and Completion being permitted to occur pursuant to such approvalsunder the HSR Act; (c) either (i) CFIUS no Material Adverse Effect having provided notice to occurred after the effect that review or investigation of the transactions contemplated by the Transaction Agreements has concluded and that a determination has been made that there are no issues of national security of the United States sufficient to warrant further investigation under FINSA or (ii) the President of the United States not having taken action to block or prevent the consummation of the transactions contemplated by this Agreement under FINSA and the applicable period of time for the President to take such action shall have expired without extensionSigning Date; (d) the title toOfferor not, after the Signing Date, having received information previously undisclosed to it that describes a Material Adverse Effect that occurred prior to the Signing Date; (e) no information made public by the Company or disclosed by the Company to the Offeror being materially inaccurate, incomplete, or misleading, and registration with the FAA ofCompany not having failed to make public any information that should have been made public by it under Applicable Laws, each aircraft (i) (x) title to which wasincluding without limitation the rules of Nasdaq Helsinki and Nasdaq US, as of the Lease Disclosure Date, owned directly by a Company Group Member or (y) that is acquired by a Company Group Member after such date and (ii) provided that, immediately prior to Completion, is beneficially owned by a Company Group Member and registered with the FAA (each such aircraft, an “FAA Aircraft”), being held by, and registered with the FAA in the name of, an owner trustee that is a U.S. Citizen and that is Wilmington Trust, Xxxxx Fargo, Bank of Utah, US Bank, Bank of New York Mellon, Deutsche Bank or another person reasonably acceptable to the Seller after consultation with the Purchaser (an “Owner Trustee”), in each case, for the benefit of the Company under a trust agreement between the Owner Trustee and the Companyinformation made public, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust; (i) the Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to the Company), 2.3, and 3 of Part A of Schedule 1 being true and correct in all respects as of the Completion Date as though made on the Completion Date, (ii) all other Fundamental Warranties being true and correct in all material respects as of the Completion Date as though made on the Completion Date, (iii) the Disclosure Warranty being true and correct as of the Company Prospectus Date, and (iv) all other Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in the case of (iii) and (iv) without giving effect to any limitations as to materiality disclosed or Material Adverse Effect set forth therein, and in the case of (iii) and (iv) except to the extent that any failure or failures of any such Warranties to be true and correct as of the Company Prospectus Date (in the case of the Disclosure Warranty) not disclosed or the Completion Date (in the case of all other Warranties), individually or in the aggregate, has not had and would not reasonably be expected failure to have disclose information constitutes a Material Adverse Effect; (if) no court or regulatory authority of competent jurisdiction (including without limitation the Purchaser Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to Finnish Financial Supervisory Authority or the AerCapSEC) and 3 of Part B of Schedule 1 being true and correct in all respects as having given an order or issued any regulatory action preventing or enjoining the completion of the Completion Date as though made on the Completion Date, (ii) all other Purchaser Fundamental Warranties being true and correct in all material respects as of the Completion Date as though made on the Completion Date, (iii) the Purchaser Warranty in paragraph 15 in Part B of Schedule 1 with respect to the AerCap Form 20-F being true and correct as of March 13, 2013 and (iv) all other Purchaser Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Purchaser Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in the case of (iv) without giving effect to any limitations as to materiality or Purchaser Material Adverse Effect set forth therein, and in the case of (iv) except to the extent that any failure or failures of any such Purchaser Warranties to be true and correct as of the Completion Date, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse EffectTender Offer; (g) the Parent’s covenants under clause 8.1 and Schedule 2 having been complied with as Board of Directors of the Completion Date Company having issued the Recommendation and the Recommendation remaining in all material respects;force and not being modified or changed in a manner detrimental to the Offeror; and (h) AerCap’s covenants under clause 8.4 and Schedule 2 this Agreement not having been complied with as of the Completion Date terminated and remaining in all material respects; (i) force and no Material Adverse Effect event having occurred between the Signing Date and the Completion Date; (j) no Purchaser Material Adverse Effect having occurred between the Signing Date and the Completion Date; (k) no Order by any Governmental Authority of competent jurisdiction shall be in effect, and no Law shall have been enacted by any Governmental Authority of competent jurisdiction that, in any casewith the passage of time, restrains, enjoins or otherwise prohibits or makes illegal would give the consummation of Offeror the transactions contemplated by right to terminate this Agreement under Section 6.3(b)-(e). Subject to the Transaction Agreements; provided that the party invoking this condition must have complied in all material respects with its obligations in clause 4; (l) the AerCap Shareholder Approval shall have been obtained; (m) the Registration Rights Agreement terms and the Shareholders’ Agreement shall have been executed and delivered by each Parent Group Member party thereto; (n) the Registration Rights Agreement, the Shareholders’ Agreement and the Compliance Agreement shall have been executed and delivered by each Purchaser Group Member party thereto; (o) the Stock Consideration shall have been listed on the New York Stock Exchange, subject to official notice of issuance; and (p) the Tier 1 Amendment shall have been obtained; provided that the condition conditions set forth in this clause 3.1(l) shall be deemed Agreement and to be waived without any further action by any party if Purchaser the satisfaction or AerCap materially breach waiver of the covenant conditions to completion set forth in clause 8.9(ii). 3.2 The Purchaser may waive in writing in whole or in part all or any above, the Offeror shall accept for payment and pay for, as promptly as practicable after the expiration of the Conditions set out Tender Offer in clause 3.1(a)accordance with Applicable Law, (d)all Shares, (e), (g), (i), (m) or (p) and, if so waived, any such Condition shall no longer operate as a condition ADSs and Outstanding Equity Instruments validly tendered and not withdrawn pursuant to the Completion. The Seller may waive in writing in whole or in part the Conditions set out in clause 3.1(b), (f), (h), (j), (n) or (o) and, if so waived, any such Condition shall no longer operate as a condition to the Completion. The Conditions set out in clause 3.1(c), (k) and (l), may be waived only by mutual agreement of the Seller and the Purchaser and, if so waived, such Conditions shall no longer operate as a condition to the CompletionTender Offer.

Conditions to Completion. 3.1 The respective obligations of the Seller and the Purchaser in the 4.1 Completion to complete the transactions contemplated by this Agreement to occur at the Completion shall be subject to the satisfaction or waiver, at or prior to the Completion, of each of the following conditionsis conditional upon: (a) all necessary approvals and consents required to be obtained by any of the approvals listed Vendors and/or the Purchaser from any government authority or other third party in Schedule 5 respect of this Agreement and/or the transactions contemplated hereunder being obtained unconditionally and irrevocably, or deemed where such approval or consent is given subject to have been obtained by expiration conditions, on such conditions as are acceptable to the relevant Vendors and/or the Purchaser affected, in each case acting reasonably, including in the case of the applicable waiting period and Completion being permitted to occur pursuant to such approvalsPurchaser the approval of the independent shareholders of the Purchaser’s parent company Xiao Xxx Xxx Restaurants Holdings Limited for the Acquisition; (b) the approvals listed in Schedule 6 Purchaser being obtained or deemed to have been obtained by expiration reasonably satisfied with the results of due diligence on the applicable waiting period Group and Completion being permitted to occur pursuant to such approvalsits business and affairs; (c) either the Purchaser receiving a Cayman law legal opinion (i) CFIUS having provided notice in form and substance satisfactory to the effect that review or investigation of Purchaser) as issued by Cayman legal counsel acting for the Vendors acceptable to the Purchaser covering such matters as are relevant to this Agreement and the transactions contemplated by hereunder including but not limited to whether the Transaction Agreements has concluded and that a determination has been made that there transactions contemplated hereunder are no issues of national security in compliance with Applicable Law and/or the contracts relating to the issuance, transfer and/or resale of the United States sufficient Sale Shares as applicable to warrant further investigation under FINSA or the Vendors; (iid) Xiao Xxx Xxx Restaurants Holdings Limited, which is the parent company of the Purchaser, closing its contemporaneous rights issue to raise funding for the Consideration; (e) the President Vendor Warranties remaining true and accurate in all material respects and not misleading in any respect as of the United States not Completion Date by reference to the facts and circumstances subsisting as at the Completion Date and the Vendors having taken action performed all their obligations under this Agreement which are required to block be performed by them at or prevent prior to the Completion Date; (f) there having occurred since the date of this Agreement up to Completion Date no Material Adverse Effect with respect of any member of the Group; and (g) there having been promulgated, put into effect, commenced, granted or issued since the date of this Agreement and subsisting or pending as at the Completion Date, no statute, regulation, proceeding, or Order pertaining to any member of the Group or a Vendor which would or could reasonably be expected to prohibit or restrict the consummation of the transactions contemplated by under this Agreement under FINSA Agreement. (a) The Purchaser may, in its absolute discretion, waive the Conditions in Clauses 4.1, in the case of Clause 4.1(a) to the extent it relates to approvals and the applicable period of time consents for the President Vendors or for the Purchaser’s parent company, at any time by specific notice in writing to take such action effect to the Vendors. (b) The Vendors may, in their absolute discretion, waive the Condition in Clause 4.1(a) to the extent it relates to approvals and consents for the Purchaser other than approvals and consents relating to the Purchaser’s parent company, at any time by specific notice in writing to such effect to the Purchaser. 4.3 The Parties hereto shall use their best endeavors to procure the fulfillment prior to the Long Stop Date of all of the Conditions, unless waived by the Purchaser or the Vendors as the case may be pursuant to Clause 4.2. 4.4 The Vendors shall: (a) give or procure that the Purchaser and/or any persons authorized by it shall be given all such access to the books, documents, title deeds, records, returns, approvals, correspondence, accounts and other information and premises which are in their possession or over which they have expired without extensioncontrol as may reasonably be requested by or on behalf of the Purchaser for the purpose of carrying out the review described in Clause 4.1(b) above or receiving the legal opinion described in Clause 4.1(c) above; (b) permit them for the purpose of such review to take copies of any such books, documents, title deeds, records, returns, approvals, correspondence and accounts (subject to return in the event Completion does not successfully occur); and (c) procure that their directors and employees and other persons over whom they have control promptly and expeditiously give all such information and explanations to any of such persons as may reasonably be requested by such persons for the aforesaid purpose. 4.5 The Vendors shall provide to the Purchaser on a prompt and expeditious basis all such information and assistance as would be necessary in order for Xiao Xxx Xxx Restaurants Holdings Limited to seek the approval of its shareholders pursuant to the Listing Rules as described in Clause 4.1(a) or to carry out the rights issue described in Clause 4.1(d), including the provision, for inclusion into any announcements and/or circulars, of confirmations from the Vendors and/or their directors that they are responsible for the truth, accuracy and completeness of information relating to or provided by them. 4.6 Save as otherwise expressly provided herein, if the Conditions set out in Clauses 4.1(a), (b), (c) and (d) shall not have been fulfilled or waived by the title to, and registration with Purchaser or the FAA of, each aircraft (i) (x) title Vendors as the case may be pursuant to which was, as of Clause 4.2 by the Lease Disclosure Long Stop Date, owned directly by a Company Group Member or the Conditions set out in Clauses 4.1(e), (yf) that is acquired by a Company Group Member after such date and (iig) that, immediately prior to Completion, is beneficially owned are not fulfilled or waived by a Company Group Member and registered with the FAA (each such aircraft, an “FAA Aircraft”), being held by, and registered with the FAA in the name of, an owner trustee that is a U.S. Citizen and that is Wilmington Trust, Xxxxx Fargo, Bank of Utah, US Bank, Bank of New York Mellon, Deutsche Bank or another person reasonably acceptable to the Seller after consultation with the Purchaser (an “Owner Trustee”), in each case, for or the benefit of Vendors as the Company under a trust agreement between the Owner Trustee and the Company, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust; (i) the Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect case may be pursuant to the Company), 2.3, and 3 of Part A of Schedule 1 being true and correct in all respects as of the Completion Date as though made Clause 4.2 on the Completion Date, (iior if the Purchaser shall exercise its right under Clause 5.4(c) all other Fundamental Warranties being true and correct in all material respects as of or Clause 6.8, or if the Completion Date as though made on the Completion Date, (iii) the Disclosure Warranty being true and correct as of the Company Prospectus Date, and (iv) all other Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Warranties specified by Vendors shall exercise their terms to be made only as of a specified date shall be true and correct only as of such dateright under Clause 5.5(c), this Agreement and everything herein contained shall become null and void and of no effect, except for Clauses 8, 9, 10 and 11 which shall remain in the case of (iii) full force and (iv) without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein, and in the case of (iii) and (iv) except to the extent that any failure or failures of any such Warranties to be true and correct as of the Company Prospectus Date (in the case of the Disclosure Warranty) or the Completion Date (in the case of all other Warranties), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (i) the Purchaser Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to the AerCap) and 3 of Part B of Schedule 1 being true and correct in all respects as of the Completion Date as though made on the Completion Date, (ii) all other Purchaser Fundamental Warranties being true and correct in all material respects as of the Completion Date as though made on the Completion Date, (iii) the Purchaser Warranty in paragraph 15 in Part B of Schedule 1 with respect to the AerCap Form 20-F being true and correct as of March 13, 2013 and (iv) all other Purchaser Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Purchaser Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in the case of (iv) without giving effect to any limitations as to materiality or Purchaser Material Adverse Effect set forth therein, and in the case of (iv) except to the extent that any failure or failures of any such Purchaser Warranties to be true and correct as of the Completion Date, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect; (g) the Parent’s covenants under clause 8.1 and Schedule 2 having been complied with as of the Completion Date in all material respects; (h) AerCap’s covenants under clause 8.4 and Schedule 2 having been complied with as of the Completion Date in all material respects; (i) no Material Adverse Effect having occurred between the Signing Date and the Completion Date; (j) no Purchaser Material Adverse Effect having occurred between the Signing Date and the Completion Date; (k) no Order by any Governmental Authority of competent jurisdiction shall be in effect, and no Law shall have been enacted by any Governmental Authority of competent jurisdiction that, in any case, restrains, enjoins or otherwise prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Agreements; provided that the party invoking this condition must have complied in all material respects with its obligations in clause 4; (l) the AerCap Shareholder Approval shall have been obtained; (m) the Registration Rights Agreement and the Shareholders’ Agreement shall have been executed and delivered by each Parent Group Member party thereto; (n) the Registration Rights Agreement, the Shareholders’ Agreement and the Compliance Agreement shall have been executed and delivered by each Purchaser Group Member party thereto; (o) the Stock Consideration shall have been listed on the New York Stock Exchange, subject to official notice any Liability of issuance; and (p) the Tier 1 Amendment shall have been obtained; provided that the condition set forth any Party in respect of any antecedent breach of this clause 3.1(l) shall be deemed to be waived without any further action by any party if Purchaser or AerCap materially breach the covenant set forth in clause 8.9(ii)Agreement. 3.2 The Purchaser may waive in writing in whole or in part all or any of the Conditions set out in clause 3.1(a), (d), (e), (g), (i), (m) or (p) and, if so waived, any such Condition shall no longer operate as a condition to the Completion. The Seller may waive in writing in whole or in part the Conditions set out in clause 3.1(b), (f), (h), (j), (n) or (o) and, if so waived, any such Condition shall no longer operate as a condition to the Completion. The Conditions set out in clause 3.1(c), (k) and (l), may be waived only by mutual agreement of the Seller and the Purchaser and, if so waived, such Conditions shall no longer operate as a condition to the Completion.