Common use of Conditions to Completion Clause in Contracts

Conditions to Completion. 2.1 Conditions: Completion will be subject to and conditional upon the following Conditions being fulfilled (or waived in accordance with clauses 2.3 and 2.4) as soon as possible following the signing of this Agreement and remaining so fulfilled or waived up to and including Completion: 2.1.1 prior to or substantially simultaneously with Completion, each of the Transaction Documents having been duly executed and delivered by the applicable parties and not having been terminated; 2.1.2 no Applicable Law or Judgment being in effect that prohibits the consummation of Completion and the other transactions contemplated by this Agreement and the other Transaction Documents; 2.1.3 each of the Elan Warranties (i) set out at paragraphs 1.1, 1.2, 1.3, 1.4, 1.8, 2.1, 2.2, 2.3 and 2.4 of Part 1 of Schedule 1 being true and correct in all material respects as at the date hereof and as of Completion as though such Elan Warranty had been made at Completion (except, in each case, to the extent that such Elan Warranty speaks as of a specific date, in which case such Elan Warranty shall be so true and correct in all material respects as of such specific date) and (ii) set out at any other paragraph of Part 1 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Elan Material Adverse Effect) being true and correct in all respects as at the date hereof and as of Completion as though such Elan Warranty had been made on Completion (except, in each case, to the extent that such Elan Warranty speaks as of a specific date, in which case such Elan Warranty shall be so true and correct in all respects as of such specific date), except, in the case of this clause (ii), where the facts or matters giving rise to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually or in the aggregate, an Elan Material Adverse Effect. Subscriber shall have received a certificate signed by an authorised officer of Elan to such effect; 2.1.4 each of the Subscriber Warranties (i) set out at paragraphs 1.1, 1.2, 1.3 and 1.8 through 1.24 (inclusive) of Part 2 of Schedule 1 being true and correct in all material respects as at the date hereof and as of Completion as though such Subscriber Warranty had been made at Completion (except, in each case, to the extent that such Subscriber Warranty speaks as of a specific date, in which case such Subscriber Warranty shall be so true and correct in all material respects as of such specific date) and (ii) set out at any other paragraph of Part 2 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Subscriber Material Adverse Effect) being true and correct in all respects as at the date hereof and as of Completion as though such Subscriber Warranty had been made on Completion (except, in each case, to the extent that such Subscriber Warranty speaks as of a specific date, in which case such Subscriber Warranty shall be so true and correct in all respects as of such specific date), except, in the case of this clause (ii), where the facts or matters giving rise to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually or in the aggregate, a Subscriber Material Adverse Effect. Elan shall have received a certificate signed by an authorised officer of Subscriber to such effect;

Conditions to Completion. 2.1 (A) Conditions: 5.1 Completion will be subject to and is in all respects conditional upon the following Conditions matters: (a) the Golden Power Clearance having been obtained (the “Golden Power Condition”); (b) the Investment Canada Act Clearance having been obtained (the “Investment Canada Act Condition”); (c) the Antitrust Clearance having been obtained (the “Antitrust Condition” and, together with the Golden Power Condition and the Investment Canada Act Condition, the “Regulatory Condition”); (d) the Reverse Carve-Outs having been completed and being fulfilled (or waived effective in accordance with clauses 2.3 clause 4; (e) the Italian Business Carve-Out having been completed and 2.4being effective in accordance with clause 3; (f) as soon as possible following no Governmental Order being in effect preventing the signing consummation of this Agreement the sale and remaining so fulfilled or waived up to and including Completion:purchase of the Transferred Shares; 2.1.1 prior to or substantially simultaneously with Completion, (g) each of the Transaction Documents having been duly executed Warranties (except as Disclosed) being true and delivered by correct as of the applicable parties date hereof and as of the Completion Date (except for any such Warranty that is specifically given as of a particular date, which shall be true and correct as of such date), except where the failure to be true and correct would not having been terminatedreasonably be expected to have a Material Adverse Effect; 2.1.2 no Applicable Law or Judgment being in effect that prohibits the consummation of Completion and the other transactions contemplated by this Agreement and the other Transaction Documents; 2.1.3 (h) each of the Elan Warranties (i) set out at paragraphs 1.1, 1.2, 1.3, 1.4, 1.8, 2.1, 2.2, 2.3 and 2.4 of Part 1 of Schedule 1 warranties given by the Purchaser in clause 20 being true and correct in all material respects as at of the date hereof and as of the Completion as though Date (except for any such Elan Warranty had been made at Completion (except, in each case, to the extent warranty that such Elan Warranty speaks is specifically given as of a specific particular date, in which case such Elan Warranty shall be so true and correct as of such date); (i) the Seller having complied in all material respects as of such specific datewith its obligations under clause 10(A), clause 10.10 and clause 11.8; (j) and the Purchaser having complied in all material respects with its obligations hereunder to be performed prior to Completion; (iik) set out at any other paragraph of Part 1 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Elan no Material Adverse Effect) being true and correct in all respects as at Effect having occurred since the date hereof and as of being continuing, (together, the “Completion as though such Elan Warranty had been made on Conditions”). 5.2 No Completion (exceptCondition may be waived, in each casewhole or in part, to without the extent that such Elan Warranty speaks as prior written consent of a specific datethe Seller and the Purchaser, except for (a) the Completion Conditions in clauses 5.1(g), 5.1(i) and 5.1(k), which are provided in the sole and exclusive interest of the Purchaser and may be unilaterally waived, in which case such Elan Warranty shall be so true whole or in part, in writing solely by the Purchaser and correct (b) the Completion Conditions in all respects as of such specific dateclauses 5.1(h) and 5.1(j), exceptwhich are provided in the sole and exclusive interest of the Seller and may be unilaterally waived, in the case of this clause (ii), where the facts or matters giving rise to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually whole or in the aggregate, an Elan Material Adverse Effect. Subscriber shall have received a certificate signed by an authorised officer of Elan to such effect; 2.1.4 each of the Subscriber Warranties (i) set out at paragraphs 1.1, 1.2, 1.3 and 1.8 through 1.24 (inclusive) of Part 2 of Schedule 1 being true and correct in all material respects as at the date hereof and as of Completion as though such Subscriber Warranty had been made at Completion (exceptpart, in each case, to writing solely by the extent that such Subscriber Warranty speaks as of a specific date, in which case such Subscriber Warranty shall be so true and correct in all material respects as of such specific date) and (ii) set out at any other paragraph of Part 2 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Subscriber Material Adverse Effect) being true and correct in all respects as at the date hereof and as of Completion as though such Subscriber Warranty had been made on Completion (except, in each case, to the extent that such Subscriber Warranty speaks as of a specific date, in which case such Subscriber Warranty shall be so true and correct in all respects as of such specific date), except, in the case of this clause (ii), where the facts or matters giving rise to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually or in the aggregate, a Subscriber Material Adverse Effect. Elan shall have received a certificate signed by an authorised officer of Subscriber to such effect;Seller.

Conditions to Completion. 2.1 Conditions: Except for the obligations set out in this clause, clause 6 (Pre-Completion will be subject to obligations) and sub-clause 17.10 (Termination), the obligations of the Warrantors under this Agreement are in all respects conditional upon the following Conditions being fulfilled following: (or waived in accordance with clauses 2.3 and 2.4a) as soon at the date of Completion, Activision having performed all obligations and complied with all terms, conditions and covenants on its part agreed to be performed under this Agreement on or prior to the date of the Completion; (b) the respective representations and warranties of Activision contained in this Agreement remaining true and correct both as possible following of the signing date of this Agreement and remaining so fulfilled or waived up to and including Completion: 2.1.1 prior to or substantially simultaneously with Completion, each as of the Transaction Documents having date of Completion with the same effect as though made at such date, except that any representation or warranty which is permitted to be and has been duly executed made as of and delivered by the applicable parties expressly limited to, a specific date shall have been true and not having been terminatedcorrect on and as of such date; 2.1.2 no Applicable Law or Judgment being in (c) Activision receiving separately from KPMG Peat Marwick, independent auditors for Activision, and Xxxxx Xxxxxxxx, independent auditors of the Group, letters dated the date of Completion (which may contain customary qualifications and assumptions) to the effect that prohibits KPMG Peat Marwick and Xxxxx Xxxxxxxx respectively concur with Activision's management's conclusion that no conditions exist relating to Activision, the consummation of Completion and Company or the other transactions contemplated by this Agreement that would preclude Activision from accounting for the share exchange as a pooling of interests for US accounting purposes under United States generally accepted accounting principles ("THE POOLING ARRANGEMENT"); 2.2 Except for the obligations set out in this clause, clause 6 (Pre-Completion obligations) and sub-clause 17.10 (Termination), the obligations of Activision under this Agreement are in all respects conditional upon the following: (a) conditional only upon Completion, the Company having duly passed requisite Board resolutions effecting the approval of all matters contemplated under this Agreement; (b) the respective representations and warranties of the Warrantors contained in this Agreement remaining true and correct and the other Transaction Documents; 2.1.3 each of the Elan Warranties (i) information set out at paragraphs 1.1, 1.2, 1.3, 1.4, 1.8, 2.1, 2.2, 2.3 and 2.4 of Part 1 of forth in any Schedule 1 to this Agreement being true and correct in all material respects as both at the date hereof of this Agreement and at the date of Completion with the same effect as though made at such date, except that any representation or warranty or items of information set forth in a Schedule which is permitted to be and has been made as of and expressly limited to, a specific date shall have been true and correct on and as of such date; (c) as of the date of Completion there being no material adverse change in the condition of the Group or its business (financial or otherwise), results of operations, assets, net worth, prospects, properties or litigation, except that the termination of any of the contracts between a Group Company and any Contractor by reason solely of the exercise of a right of termination upon a Change of Control shall not be a material adverse change. Also for the purpose of this sub-clause, it shall be deemed not to be a material adverse change in the condition of the Group or its business (financial or otherwise), results of operations, assets, net worth, prospects, properties or litigation if a customer or customers individually or in the aggregate of the Group Companies (other than the Contractors) indicate that they will no longer transact business with the Group as though a result of the Change of Control unless such Elan Warranty had been made at Completion customer or customers individually or in the aggregate have accounted for 7 1/2 % or more of the Group's turnover in the twelve complete calendar months immediately preceding the date of this Agreement in which case there shall be deemed to be a material adverse change; (exceptd) as of the date of Completion, the Company and the Warrantors having performed all obligations and complied with all terms, conditions and covenants on their part agreed to be performed hereunder on or prior to the date of Completion; (e) subsequent to the date of this Agreement and prior to Completion, the Company and the Warrantors not having performed any of the acts prohibited by clause 6; (f) Activision having received a written opinion from Xxxxxxxx Xxxxxxxxx Xxxxxx Aronsohn & Xxxxxx LLP, its counsel, in each caseform and substance reasonably satisfactory to it, to the extent effect that the share exchange will not result in a tax liability to Activision under the Code and such Elan Warranty speaks opinion shall not have been withdrawn; provided, however, that if such counsel does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to Activision if the Company's counsel renders such opinion to Activision. Activision, the Company, and the Warrantors agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion; (g) Activision receiving separately from KPMG Peat Marwick, independent auditors for Activision, and Xxxxx Xxxxxxxx, independent auditors of the Group, letters dated the date of Completion (which may contain customary qualifications and assumptions) to the effect that KPMG Peat Marwick and Xxxxx Xxxxxxxx respectively concur with Activision's management's conclusion that no conditions exist relating to Activision, the Company or the transactions contemplated by this Agreement that would preclude Activision from accounting for the share exchange as a specific datePooling Arrangement; and (h) the Bank of Scotland having formally waived any event of default arising under the terms of its facility agreement dated 28 June 1996 by reason of change of control and having provided letters of non crystallisation in relation to Group debentures granted to them. (a) The Warrantors shall (so far as it lies within their powers) use all reasonable endeavours to procure that the Conditions referred to in sub-clauses 2.2(a), (b), (c), (d), (e), (g), and (h) are satisfied as soon as possible and in which case any event not later than 26 November 1997 (or such Elan Warranty later date as the parties may agree). (b) Activision shall be (so true and correct far as it lies within its powers) use all reasonable endeavours to procure that the Conditions referred to in all material respects as of such specific datesub-clause 2.1(a),(b) and (iic) set out at and 2.2 (f) are satisfied as soon as possible and in any other paragraph event not later than 26 November 1997 (or such later date as the parties may agree). 2.4 If any of Part 1 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Elan Material Adverse Effect) being true and correct the Conditions is not satisfied in all respects as at full by the date hereof and as of Completion as though such Elan Warranty had been made on Completion specified in sub-clause 2.3 then (except, in each case, to the extent that such Elan Warranty speaks as of a specific date, in which case such Elan Warranty shall be so true and correct in all respects as of such specific date), except, in the case of this the Conditions specified in sub-clause (ii), where 2. 1) the facts or matters giving rise to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually or in the aggregate, an Elan Material Adverse Effect. Subscriber shall have received a certificate signed by an authorised officer of Elan to such effect; 2.1.4 each of the Subscriber Warranties (i) set out at paragraphs 1.1, 1.2, 1.3 and 1.8 through 1.24 (inclusive) of Part 2 of Schedule 1 being true and correct in all material respects as at the date hereof and as of Completion as though such Subscriber Warranty had been made at Completion (except, in each case, to the extent that such Subscriber Warranty speaks as of a specific date, in which case such Subscriber Warranty shall be so true and correct in all material respects as of such specific date) Warrantors and (ii) set out at any other paragraph of Part 2 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Subscriber Material Adverse Effect) being true and correct in all respects as at the date hereof and as of Completion as though such Subscriber Warranty had been made on Completion (except, in each case, to the extent that such Subscriber Warranty speaks as of a specific date, in which case such Subscriber Warranty shall be so true and correct in all respects as of such specific date), except, in the case of the Conditions specified in sub-clauses 2. 2) Activision shall be entitled at its (or as the case may be) their option either (in all cases prior to Completion): (a) to waive the unsatisfied Condition; or (b) to extend the period for satisfying the unsatisfied Condition until 1 December 1997; or (c) to treat this Agreement as terminated: (i) without prejudice to the fact that in the event of termination by Activision, Activision reserves any rights it may have against the Warrantors for breach if the Warrantors have not complied with their obligations in clause 2.3(a); and (ii), where ) without prejudice to the facts or matters giving rise to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually or fact that in the aggregateevent of termination by the Warrantors, a Subscriber Material Adverse Effectthe Warrantors reserve any rights they may have against Activision for breach if Activision has not complied with its obligations in clause 2.3(b). Elan PROVIDED THAT the party exercising the rights of termination referred to in clause 2.4 shall have received a certificate signed by an authorised officer of Subscriber to such effect;complied with its own respective obligations in clause 2.3(a) or 2.3(b) (as the case may be).

Conditions to Completion. 2.1 (A) Conditions: 5.1 Completion will be subject to and is in all respects conditional upon the following Conditions matters: (a) the Golden Power Clearance having been obtained (the “Golden Power Condition”); (b) the Investment Canada Act Clearance having been obtained (the “Investment Canada Act Condition”); (c) the Antitrust Clearance having been obtained (the “Antitrust Condition” and, together with the Golden Power Condition and the Investment Canada Act Condition, the “Regulatory Condition”); (d) the LN Canada Reverse Carve-Out having been completed and being fulfilled (or waived effective in accordance with clauses 2.3 clause 4; (e) the Italian Business Carve-Out and 2.4the LNSM HV Service Business Carve-Out having been completed and being effective in accordance with clause 3; (f) no Governmental Order being in effect preventing the consummation of the sale and purchase of the LN Canada Shares or the NewCo Shares; (g) except as soon as possible following Disclosed and except (other than in relation to the signing of this Agreement and remaining so fulfilled or waived up LNSM HV Service Business) to and including Completion: 2.1.1 prior the extent relating to or substantially simultaneously with CompletionLNSM, each of the Transaction Documents having been duly executed Warranties being true and delivered by correct as of December 2, 2020 and as of the applicable parties Completion Date (in each case except for any such Warranty that is specifically given as of a particular date, which shall be true and correct as of such date), except where the failure to be true and correct would not having been terminatedreasonably be expected to have a Material Adverse Effect; 2.1.2 no Applicable Law or Judgment being in effect that prohibits the consummation of Completion and the other transactions contemplated by this Agreement and the other Transaction Documents; 2.1.3 (h) each of the Elan Warranties (i) set out at paragraphs 1.1, 1.2, 1.3, 1.4, 1.8, 2.1, 2.2, 2.3 and 2.4 of Part 1 of Schedule 1 warranties given by the Purchaser in clause 21 being true and correct in all material respects as at the date hereof of December 2, 2020 and as of the Completion as though such Elan Warranty had been made at Completion Date (except, in each case, to the extent case except for any such warranty that such Elan Warranty speaks is specifically given as of a specific particular date, in which case such Elan Warranty shall be so true and correct as of such date); (i) the Seller having complied in all material respects as of such specific date) with its obligations under clause 11(A), clause 11.11 and (ii) set out at any other paragraph of Part 1 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Elan Material Adverse Effect) being true and correct in all respects as at the date hereof and as of Completion as though such Elan Warranty had been made on Completion (exceptclause 12.8, in each case, case except (other than in relation to the LNSM HV Service Business) to the extent that such Elan Warranty speaks as of a specific date, in which case such Elan Warranty shall be so true and correct in all respects as of such specific date), except, in the case of this clause (ii), where the facts or matters giving rise relating to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually or in the aggregate, an Elan Material Adverse Effect. Subscriber shall have received a certificate signed by an authorised officer of Elan to such effectLNSM; 2.1.4 each of (j) the Subscriber Warranties (i) set out at paragraphs 1.1, 1.2, 1.3 and 1.8 through 1.24 (inclusive) of Part 2 of Schedule 1 being true and correct Purchaser having complied in all material respects as at with its obligations hereunder to be performed prior to Completion; (k) no Material Adverse Effect having occurred since December 2, 2020 and being continuing, (together, the date hereof and as of “Completion as though such Subscriber Warranty had been made at Conditions”). 5.2 No Completion (exceptCondition may be waived, in each casewhole or in part, to without the extent that such Subscriber Warranty speaks as prior written consent of a specific datethe Seller and the Purchaser, except for (a) the Completion Conditions in clauses 5.1(g), 5.1(i) and 5.1(k), which are provided in the sole and exclusive interest of the Purchaser and may be unilaterally waived, in which case such Subscriber Warranty shall be so true whole or in part, in writing solely by the Purchaser and correct (b) the Completion Conditions in all material respects as of such specific dateclauses 5.1(h) and (ii) set out at any other paragraph 5.1(j), which are provided in the sole and exclusive interest of Part 2 of Schedule 1 (read without giving effect to any qualifications or exceptions contained therein regarding materiality or Subscriber Material Adverse Effect) being true the Seller and correct in all respects as at the date hereof and as of Completion as though such Subscriber Warranty had been made on Completion (exceptmay be unilaterally waived, in each case, to the extent that such Subscriber Warranty speaks as of a specific datewhole or in part, in which case such Subscriber Warranty shall be so true and correct in all respects as of such specific date), except, in writing solely by the case of this clause (ii), where the facts or matters giving rise to any such failure or failures to be true and correct have not had and could not reasonably be expected to have, individually or in the aggregate, a Subscriber Material Adverse Effect. Elan shall have received a certificate signed by an authorised officer of Subscriber to such effect;Seller.