Common use of Conditions to Obligation of Each Party Clause in Contracts

Conditions to Obligation of Each Party. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) no federal, state, local or foreign Law or Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement; provided, however, that prior to invoking this condition each party agrees to comply with Section 5.5; (b) all required approvals under Foreign Antitrust Laws in the jurisdictions set forth in Annex 6.1(b) applicable to the transactions contemplated by this Agreement shall have been obtained or any applicable waiting period (or extension thereof) shall have been terminated or expired; and (c) at the Company Shareholder Meeting, the holders of a majority of the outstanding Shares shall have approved (such approval, the “Company Shareholder Approval”) (i) this Agreement (with appendices) and the consummation of the transactions contemplated by this Agreement and (ii) the election of the Purchaser Directors to the Board of Directors as alternate directors of the Company, effective as of the date of the Company Shareholder Meeting, following nomination of such Purchaser Directors by at least a majority of the members of the Board of Directors of the Company holding office immediately prior to the Closing.

Conditions to Obligation of Each Party. The respective obligations obligation of each party Party to consummate complete the transactions contemplated by this Agreement shall be is further subject to the satisfaction conditions (which may be waived by such Party without prejudice to its right to rely on any other condition in its favour) that: (i) the covenants of each other Party to be performed on or waiver before the Effective Date pursuant to the terms of this Agreement will have been duly performed in all material respects; (ii) except as set forth in this Agreement, the Plan of Arrangement, the Tax Ruling and Opinion or the Canadian Tax Ruling Application, the representations and warranties of each other Party will be true and correct in all material respects as at the Effective Date, with the same effect as if such representations and warranties had been made at, and as of, such date; (iii) the Standstill Agreement shall have been entered into by all of the parties thereto (including the Parties) on or prior to the Closing Date date hereof; and (iv) each of the following conditions: (a) no federal, state, local or foreign Law or Order (whether temporary, preliminary or permanent) Transitional Services and Separation Agreement and the New FSV MSA shall have been enacted, entered, promulgated or enforced entered into by any Governmental Entity which prohibits, restrains or enjoins the consummation all of the transactions contemplated by this Agreement; providedparties thereto, however, that prior to invoking this condition each party agrees to comply with Section 5.5; (b) all required approvals under Foreign Antitrust Laws in and the jurisdictions set forth in Annex 6.1(b) applicable to the transactions contemplated by this Agreement FirstService MSA shall have been obtained amended and restated by the parties thereto (and will thereafter be referred to as the Colliers MSA), in each case, on or any applicable waiting period (or extension thereof) shall have been terminated or expired; and (c) at the Company Shareholder Meeting, the holders of a majority of the outstanding Shares shall have approved (such approval, the “Company Shareholder Approval”) (i) this Agreement (with appendices) and the consummation of the transactions contemplated by this Agreement and (ii) the election of the Purchaser Directors to the Board of Directors as alternate directors of the Company, effective as of the date of the Company Shareholder Meeting, following nomination of such Purchaser Directors by at least a majority of the members of the Board of Directors of the Company holding office immediately prior to the Closingtransfer to FSV Holdco of the "FirstService Residential" residential real estate services division and "FirstService Brands" property services division of FirstService, and the assets and liabilities respectively referable to such divisions, pursuant to the Pre-Arrangement Transactions.

Conditions to Obligation of Each Party. The respective obligations of -------------------------------------- each party to consummate effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to each of the Closing Date Dates of the following conditions: (a) no federal, state, local or foreign Law or Order (whether temporaryNo temporary restraining order, preliminary or permanent) shall have been enacted, entered, promulgated permanent injunction or enforced other order or decree by any Governmental Entity court of competent jurisdiction which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement; provided, however, that prior to invoking this condition each party agrees to comply with Section 5.5; (b) all required approvals under Foreign Antitrust Laws in the jurisdictions set forth in Annex 6.1(b) applicable to the transactions contemplated by this Agreement shall have been obtained or any applicable waiting period (or extension thereof) shall have been terminated or expired; and (c) at the Company Shareholder Meeting, the holders of a majority of the outstanding Shares shall have approved (such approval, the “Company Shareholder Approval”) (i) this Agreement (with appendices) and prevents the consummation of the transactions contemplated by this Agreement or the other Transaction Documents or imposes material conditions with respect thereto shall have been issued and remain in effect (iieach party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (b) No action shall have been taken, and no statute, rule or regulation shall have been enacted, by any Governmental Entity which would prevent the election consummation of the Purchaser Directors transactions contemplated by this Agreement or the other Transaction Documents or impose material conditions with respect thereto; (c) All orders, consents and approvals of Governmental Entities legally required for the consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall have been obtained and be in effect at each of the Closing Dates; (d) The Shares and the Warrant Shares to be issued at each of the Closings shall have been approved for listing by the New York Stock Exchange upon official notice of issuance; and (e) Only with respect to the Board of Directors as alternate directors of Second Closing, the Company, effective as of the date of the Company Shareholder Meeting, following nomination of such Purchaser Directors by at least a majority of the members of the Board of Directors of the Company holding office immediately prior to the ClosingProxy Proposal shall have received Stockholder Approval.

Conditions to Obligation of Each Party. The respective obligations of each party to consummate effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to each of the Closing Date Dates of the following conditions: (a) no federal, state, local or foreign Law or Order (whether temporaryNo temporary restraining order, preliminary or permanent) shall have been enacted, entered, promulgated permanent injunction or enforced other order or decree by any Governmental Entity court of competent jurisdiction which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement; provided, however, that prior to invoking this condition each party agrees to comply with Section 5.5; (b) all required approvals under Foreign Antitrust Laws in the jurisdictions set forth in Annex 6.1(b) applicable to the transactions contemplated by this Agreement shall have been obtained or any applicable waiting period (or extension thereof) shall have been terminated or expired; and (c) at the Company Shareholder Meeting, the holders of a majority of the outstanding Shares shall have approved (such approval, the “Company Shareholder Approval”) (i) this Agreement (with appendices) and prevents the consummation of the transactions contemplated by this Agreement or the other Transaction Documents or imposes material conditions with respect thereto shall have been issued and remain in effect (iieach party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (b) No action shall have been taken, and no statute, rule or regulation shall have been enacted, by any Governmental Entity which would prevent the election consummation of the Purchaser Directors transactions contemplated by this Agreement or the other Transaction Documents or impose material conditions with respect thereto; (c) All orders, consents and approvals of Governmental Entities legally required for the consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall have been obtained and be in effect at each of the Closing Dates; (d) The Shares and the Warrant Shares to be issued at each of the Closings shall have been approved for listing by the New York Stock Exchange upon official notice of issuance; and (e) Only with respect to the Board of Directors as alternate directors of Second Closing, the Company, effective as of the date of the Company Shareholder Meeting, following nomination of such Purchaser Directors by at least a majority of the members of the Board of Directors of the Company holding office immediately prior to the ClosingProxy Proposal shall have received Stockholder Approval.