Common use of Conditions to Obligation of Purchaser Clause in Contracts

Conditions to Obligation of Purchaser. The obligation of the Purchaser ------------------------------------------- to close the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Seller shall waive such fulfillment in writing: (1) This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the Transaction; (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction; (3) The Seller shall have performed in all material respects each of its agreements and obligations specified in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction; (4) No adverse change shall, in the judgment of the Purchaser, have occurred regarding the Acquired Assets since the date of this Agreement; (5) The representations and warranties of the Seller set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the judgment of the Purchaser, do not materially and adversely affect the Acquired Assets, as of the Closing, as if made as of the Closing; and (6) The Seller shall have delivered to the Purchaser other documents that the Purchaser may reasonably request in order to enable the Purchaser to determine whether the conditions to its obligation pursuant to this Agreement have been satisfied and otherwise to consummate and close the Transaction.

Conditions to Obligation of Purchaser. The obligation of the ------------------------------------------------ Purchaser ------------------------------------------- to close the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Seller shall waive such fulfillment in writing: (1) This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the Transaction; (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction; (3) The Seller shall have performed in all material respects each of its agreements and obligations specified in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction; (4) No adverse change shall, in the judgment of the Purchaser, have occurred regarding the Acquired Assets since the date of this Agreement; (5) The representations and warranties of the Seller set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the judgment of the Purchaser, do not materially and adversely affect the Acquired Assets, as of the Closing, as if made as of the Closing; and (6) The Seller shall have delivered to the Purchaser other documents that the Purchaser may reasonably request in order to enable the Purchaser to determine whether the conditions to its obligation pursuant to this Agreement have been satisfied and otherwise to consummate and close the Transaction.

Conditions to Obligation of Purchaser. The obligation of the Purchaser ------------------------------------------- to close effect the Transaction shall be is subject to the fulfillment at or prior to the Closing satisfaction of the following conditions, unless the Seller shall waive such fulfillment waived, in writingwhole or in part, by Purchaser: 3.2.1. Each of the representations and warranties of the Sellers set forth in ARTICLE 4 below, shall be true and correct in all respects (1in the case of any representation or warranty qualified by materiality or Material Adverse Effect) This Agreement or in all material respects (in the case of any representation or warranty not qualified by materiality of Material Adverse Effect) on and as of the Transaction date hereof and on and as of the Closing Date (except to the extent such representations and warranties speak expressly as of an earlier date, in which case such representations and warranties shall have received be true and correct in all approvals, consents, authorizations, material respects as of such earlier date) as though made on and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders as of debt securities and lessors) required to consummate the Transactionsuch date; (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction; (3) The Seller 3.2.2. Sellers shall have performed in all material respects each of its agreements and all obligations specified in this Agreement and required to be performed on by them under this Agreement at or prior to the Closing Date, and no breach of any material covenant included in ARTICLE 7 has occurred; 3.2.3. The members of Avanxo (Bermuda) Limited passing a resolution (in a form satisfactory to the Purchaser), authorizing the person(s) signing this Agreement to so sign and confirming that the proposed sale of the Shares in the manner set out in this Agreement is in accordance with the provisions of its constitutional documents; 3.2.4. Sellers shall have complied provided evidence reasonably satisfactory to the Purchaser of the transfer to Avanxo or any Subsidiary, as applicable, of any and all shares held by any entity or individual (including but not limited to Sellers and/or Key Employees) in the applicable Subsidiaries’ corporate stock including but not limited to those listed in Schedule 3.2.4; 3.2.5. Sellers having obtained the requisite waivers of any rights of first refusal or other restrictions on transfer from the members of Avanxo in respect of the sale of their respective proportion of the Shares to the Purchaser; 3.2.6. As provided in Section 2.2.5 above, the Sellers shall have delivered letters of resignation, release and waivers of claim (in a form satisfactory to the Purchaser) as Avanxo’s and/or Subsidiaries’ officers, managers and managing members effective on and from the Closing Date; 3.2.7. Sellers shall have provided evidence reasonably satisfactory to the Purchaser of the termination of (i) any shareholders’ agreement entered into by and among Avanxo and any of the Sellers, including but not limited to the Shareholders’ Agreement of Avanxo dated as of November 22, 2013, entered into by and between the persons listed in Schedule 3.2.7, as amended and/or complemented by additional documents (the “Shareholders’ Agreement”), (ii) the Side Letter among the persons listed in Schedule 3.2.7, dated November 19, 2013, regarding the maintenance of the Put Option set forth in the shareholders agreement of Avanxo Bermuda Limited, dated November 30, 2009, (iii) the Letter Agreement among the persons listed in Schedule 3.2.7 setting forth certain indemnification obligations, dated December 28, 2009, (iv) the consulting agreement between the parties listed in Schedule 3.2.7, dated January 11, 2018, and (v) the office management, legal, financial and consulting services agreement between the parties listed in Schedule 3.2.7 dated August 1, 2018; 3.2.8. Sellers shall have provided a release from the persons listed in Schedule 3.2.8 of the full payment and absence of any owed amounts regarding fees or any other amount owed to such persons in connection with the rendering of consulting services, management, operational developments, strategic planning and strategic alliances, performance reviews, access to Marseilles’s network of business relationships, partners and advisors or any other advice, service or assessment pursuant to Section 8 of the Shareholders’ Agreement, or pursuant to any other arrangement entered into by and among all or some of the persons listed in Schedule 3.2.8 and the Company prior to the Closing Date; 3.2.9. All approvals, consents, ratifications, permissions, permits, waivers or authorizations (including any governmental approval, authorization or clearance and the waivers under the agreements listed in Schedule 3.2.9) required for the purchase and sale of the Shares shall have been obtained and are in full force and effect; 3.2.10. There shall not have occurred any Material Adverse Effect, and no event, circumstance or other Effect shall have occurred or shall exist that, in combination with all material requirementsother events, rulescircumstances and other Effects, would reasonably be expected to have or result in a Material Adverse Effect. “Material Adverse Effect” means any change, event, effect, claim, circumstance or matter (each, an “Effect”) that (considered together with all other Effects) is, or would reasonably be expected to be or to become, materially adverse and regulations of all regulatory authorities having jurisdiction relating to (a) the Transaction; condition, usefulness, value or prospective benefits of the Shares; (4b) No adverse change shallthe condition, liabilities, operations, results of operations or prospects of the businesses operated by the Company; or (c) Purchaser’s right or ability to own or otherwise exercise rights of a holder of the Shares provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to (i) changes in the judgment general economic or political conditions or the financing, banking, currency, capital markets, markets, or industries in which the Company conduct its businesses that are not reasonably expected to have a disproportionate adverse impact on the Company; (ii) changes in Laws or interpretations thereof or changes in accounting requirements or principles that are not reasonably expected to have a disproportionate adverse impact on the Company; (iii) Purchaser’s announcement of the Purchaserpendency or consummation of the transactions contemplated by this Agreement or other communication by Purchaser or any of its Affiliates of its plans or intentions (including in respect of employees) with respect to the business; (iv) any natural disaster or any acts of terrorism, have occurred regarding the Acquired Assets since sabotage, military action or war (whether or not declared) or any escalation or worsening thereof, whether or not commenced before or after the date of this Agreement; ; or (5v) The representations and warranties any action required to be taken after the date of the Seller set forth in this Agreement shall be true under any (A) Law or, (B) judgment, in all material respects each case existing as of the date of this Agreement and, except in such respects as, and disclosed by the Sellers to Purchaser in the judgment of the Purchaser, do not materially and adversely affect the Acquired Assets, as of the Closing, as if made as of the Closing; and (6) The Seller shall have delivered to the Purchaser other documents that the Purchaser may reasonably request in order to enable the Purchaser to determine whether the conditions to its obligation pursuant to this Agreement have been satisfied and otherwise to consummate and close the Transaction.Disclosure Schedule;

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Purchaser ------------------------------------------- to close the Transaction shall be Closing is subject to the fulfillment at or prior to the Closing satisfaction of the following further conditions, unless the Seller shall waive such fulfillment in writing: (1a) This Agreement Purchaser shall have completed its due diligence review of Seller, the Businesses and the Transaction shall have received all approvals, consents, authorizationsPurchased Assets, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders the results of debt securities and lessors) required such review shall be to consummate the TransactionPurchaser's satisfaction in its sole discretion; (2b) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction; (3) The Seller shall have performed in all material respects each all of its agreements and obligations specified in this Agreement and hereunder required to be performed on by it at or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the TransactionDate; (4c) No adverse change shallThe Purchased Assets, including but not limited to all servers and databases, shall have been transferred to Purchaser's Seattle offices and otherwise delivered to the satisfaction of Purchaser in the judgment of the Purchaser, have occurred regarding the Acquired Assets since the date of this Agreementits sole discretion; (5d) The representations and warranties of the Seller set forth contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall be true in all material respects at and as of the date of this Agreement and, except in such respects as, in the judgment of the Purchaser, do not materially and adversely affect the Acquired Assets, as of the ClosingClosing Date, as if made at and as of such time; (e) The Employment and Noncompetition Agreement shall have been duly executed by Jeff Xxxx; (f) Purchaser shall have received: (i) a bill xx sale for the ClosingPurchased Assets, duly executed by the Seller, in form reasonably satisfactory to Purchaser and its legal counsel; and (6ii) The Seller shall have delivered assignment and assumption agreements for the Merchant Contracts and the Distributor Contracts, duly executed by Seller, in form reasonably satisfactory to Purchaser and its legal counsel, and all necessary consents from the Purchaser other parties to such contracts; (iii) such other approvals or documents that the as Purchaser may reasonably request in order including without limitation written consents to enable transfer of the Purchaser to determine whether the conditions to its obligation pursuant to this Agreement have been satisfied American Express and otherwise to consummate and close the TransactionNorvista contracts.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Purchaser ------------------------------------------- transactions to close be performed by it in connection with the Transaction Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be subject true and correct in all material respects at and as of the Closing Date; (ii) HTS shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) HTS shall have delivered to Purchaser a certificate, signed by its Chief Financial Officer, to the fulfillment effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) Purchaser shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (vi) HTS shall have executed and delivered the License Agreement and the Security Agreement; (vii) All required third party consents, including contract assignments for material Contracts shall have been obtained; (viii) All employees listed on Disclosure Schedule shall have executed an employment offer letter regarding their employment by Purchaser in form and substance acceptable to Purchaser (ix) all actions to be taken by HTS in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby, including, but not limited to, transfer of all Trademarks, execution of the bill xx sale and assignment of contracts will be reasonably satisfactory in form and substance to Purchaser. Purchaser may waive any condition specified in this Section 6(a) if it executes a waiver in writing so stating at or prior to the Closing of the following conditions, unless the Seller shall waive such fulfillment in writing: (1) This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the Transaction; (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction; (3) The Seller shall have performed in all material respects each of its agreements and obligations specified in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction; (4) No adverse change shall, in the judgment of the Purchaser, have occurred regarding the Acquired Assets since the date of this Agreement; (5) The representations and warranties of the Seller set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the judgment of the Purchaser, do not materially and adversely affect the Acquired Assets, as of the Closing, as if made as of the Closing; and (6) The Seller shall have delivered to the Purchaser other documents that the Purchaser may reasonably request in order to enable the Purchaser to determine whether the conditions to its obligation pursuant to this Agreement have been satisfied and otherwise to consummate and close the Transaction.