Common use of Conditions to Obligation of Seller Clause in Contracts

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment on or prior to the Closing of each of the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained in this Agreement shall be true, correct and complete in all respects, both as of the date of this Agreement and as of the Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have performed or complied in all material respects with its material obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing. (c) Buyer shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by Buyer to the effect that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”). (d) Buyer shall have made the deliveries to Sellers and the Escrow Holder required under Section 1.4(b) and Section 1.4(c).

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on or prior to the Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained set forth in this Agreement shall be true, true and correct and complete in all respects, both as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing (other than such representations Date with the same force and warranties that are effect as though made on and as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyClosing Date. (b) Parent and Buyer shall have performed or complied in all material respects with its material all obligations and covenants required by this Agreement to be performed or complied with by Buyer them under this Agreement at or prior to the ClosingClosing Date. (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as certificate signed by the Chief Executive Officer of the Closing Date, executed by each of Parent and Buyer to the effect that the conditions set forth in confirming Section 5.3(a6.03(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”b). (d) Buyer Seller shall have made received (i) resolutions duly adopted by the deliveries Boards of Directors of Parent and Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to Sellers enable Buyer to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Parent and Buyer and the Escrow Holder required under Section 1.4(b) authority of Parent and Section 1.4(c)Buyer for this Agreement, all in form and substance reasonable satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on or prior to the Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained set forth in this Agreement shall be true, true and correct and complete in all respects, both as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing (other than such representations Date with the same force and warranties that are effect as though made on and as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyClosing Date. (b) Buyer shall have performed or complied in all material respects with its material all obligations and covenants required by this Agreement to be performed or complied with by Buyer them under this Agreement at or prior to the ClosingClosing Date. (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as certificate signed by the Chief Executive Officer of the Closing Date, executed by Buyer to the effect that the conditions set forth in confirming Section 5.3(a6.03(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”b). (d) Buyer Seller shall have made received (i) resolutions duly adopted by the deliveries Boards of Directors of Parent and Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to Sellers enable Buyer to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Parent and Buyer and the Escrow Holder required under Section 1.4(b) authority of Parent and Section 1.4(c)Buyer for this Agreement, all in form and substance reasonable satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on or prior to the Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained set forth in this Agreement shall be true, true and correct and complete in all respects, both as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing (other than such representations Date with the same force and warranties that are effect as though made on and as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyClosing Date. (b) Parent and Buyer shall have performed or complied in all material respects with its material all obligations and covenants required by this Agreement to be performed or complied with by Buyer them under this Agreement at or prior to the ClosingClosing Date. (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as certificate signed by the Chief Executive Officer of the Closing Date, executed by each of Parent and Buyer to the effect that the conditions set forth in confirming Section 5.3(a6.03(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”b). (d) Buyer Seller shall have made received (i) resolutions duly adopted by the deliveries Boards of Directors of Parent and Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to Sellers enable Buyer to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Parent and Buyer and the Escrow Holder required under Section 1.4(bauthority of Parent and Buyer for this Agreement, all in form and substance reasonable satisfactory to Seller. (e) and Section 1.4(c)Parent shall have raised at least $500,000 in cumulative gross proceeds from one or more equity or convertible debt financings after the date hereof.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment satisfaction of the following further conditions: (a) (i) Buyers shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing of each of Date, (ii) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of each Buyer contained in this Agreement and in any certificate or other writing delivered by such Buyer pursuant hereto shall be true, correct and complete true in all respects, both as of the date of this Agreement material respects at and as of the Closing (other than such representations Date as if made at and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where date and (iii) Seller shall have received a certificate signed by an authorized representative of each Buyer to the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. foregoing effect; (b) Buyer Seller shall have performed received all certificates or complied in all material respects with its material obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior other documents it may reasonably request relating to the Closing. existence of each Buyer and the authority of each Buyer to enter into and perform its obligations under this Agreement, all in form and substance reasonably satisfactory to Seller; (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as copy of the Closing Date, executed public announcement to be issued by Buyer to the effect that the conditions set forth in and contemplated by Section 5.3(a) 13.12; and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”). (d) Buyer Seller shall have made received a certification transcribing all the deliveries shareholders’ resolutions adopted in the Condition to Sellers and the Escrow Holder required under Section 1.4(b) and Section 1.4(c)Closing Shareholders’ Meetings.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on satisfaction of the following conditions: (a) Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing of each of the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller:Date; (ab) The representations and warranties of Buyer Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true, correct and complete in all respects, both as of the date of this Agreement and as of the Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have performed or complied true in all material respects with its material obligations at and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing. (c) Buyer shall have delivered to Sellers a certificate, dated as of the Closing Date, as if made at and as of such time; (c) The Registration Rights Agreement shall have been duly executed by Buyer to the effect that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”).Purchaser; (d) Buyer The Software License Agreement shall have made been duly executed by Purchaser; and (e) Seller shall have received: (i) payment of the deliveries to Sellers Consideration, including delivery of the Shares, as provided in Section 2.6; (ii) assignment and assumption agreements for the Merchant Contracts and the Escrow Holder required under Section 1.4(bDistributor Contracts, duly executed by Purchaser, in form reasonably satisfactory to Seller and its legal counsel, and all necessary consents from the other parties to such contracts; and (iii) and Section 1.4(c)such other approvals or documents as Seller may reasonably request.

Conditions to Obligation of Seller. The __________________________________ obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on satisfaction of the following further conditions: (A) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing of each of Date, (B) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained in this Agreement shall be true, correct true at and complete in all respects, both as of the date of this Agreement and as of the Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have performed or complied in all material respects with its material obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing. (c) Buyer shall have delivered to Sellers a certificate, dated as of the Closing Date, executed as if made at and as of such date (without giving effect to any materiality qualifications or materiality exceptions contained therein); provided that this condition (B) shall be deemed satisfied if any inaccuracies in any such representations and warranties at and as of the Closing Date (without giving effect to any materiality qualifications or materiality exceptions contained therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Buyer, and (C) Seller shall have received a certificate signed by the Chief Financial Officer of Buyer to the effect that the foregoing conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”)satisfied. (dii) Buyer Seller shall have made received all documents it may reasonably request relating to the deliveries to Sellers existence of Buyer and the Escrow Holder required under Section 1.4(b) authority of Buyer for this Agreement, all in form and Section 1.4(c).substance reasonably satisfactory to Seller. 142

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on or prior to the Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained set forth in this Agreement shall be true, true and correct and complete in all respects, both as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing (other than such representations Date with the same force and warranties that are effect as though made on and as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyClosing Date. (b) Buyer shall have performed or complied in all material respects with its material all obligations and covenants required by this Agreement to be performed or complied with by Buyer it under this Agreement at or prior to the ClosingClosing Date. (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as certificate signed by the Chief Executive Officer of the Closing Date, executed by Buyer to the effect that the conditions set forth in confirming Section 5.3(a6.03(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”b). (d) Buyer Seller shall have made received (i) resolutions duly adopted by the deliveries Board of Directors of Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to Sellers enable Buyer to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Buyer and the Escrow Holder required under Section 1.4(b) authority of Buyer for this Agreement, all in form and Section 1.4(c)substance reasonable satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment satisfaction, on or prior to before the Closing Date, of each of the following conditions, conditions (any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller:, in whole or in part): (a) The representations and warranties of the Buyer contained in this Agreement Warranties shall be true, true and correct and complete in all respects, both as of the date of this Agreement and material respects as of the Closing Date (other than except to the extent any such representations and warranties that are made representation or warranty speaks as of a specified datethe Execution Date only or any other specific date only, in which representations case such representation or warranty shall have been true and warranties shall be true, correct and complete in all material respects as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.; (b) all of the covenants and obligations that Buyer is required to perform or comply with under this Agreement on or before the Closing Date shall have been duly performed or and complied with in all material respects with its material obligations and covenants required respects; (c) there shall not be in effect any Law or Judgment that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be performed or complied with by Buyer at or prior to the Closing. (c) Buyer shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by Buyer to the effect that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”).rescinded following consummation; (d) Buyer Seller shall have made obtained all Required Governmental Approvals in form and substance satisfactory to Seller; (e) the deliveries to Sellers and Parent Shareholder Approval shall have been obtained; and (f) the Escrow Holder required under Section 1.4(b) and Section 1.4(c)Buyer Shareholder Approval shall have been obtained.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations under the Transaction Documents and the MSA required to be performed by it at or prior to the Closing of each of Date, (ii) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true, correct and complete true in all respects, both as of the date of this Agreement material respects at and as of the Closing (other than such representations Date, as if made at and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where in each case individually and in the failure aggregate, and (iii) Seller shall have received a certificate signed by the Vice President of such representations and warranties Buyer to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyforegoing effect. (b) Buyer shall have performed received all consents, authorizations or complied approvals from governmental agencies referred to in all material respects with its material obligations Section 4.03, in each case in form and covenants required by this Agreement substance reasonably satisfactory to be performed Seller, and no such consent, authorization or complied with by Buyer at or prior to the Closingapproval shall have been revoked. (c) Buyer Seller shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by Buyer received all documents it may reasonably request relating to the effect that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”). (d) existence of Buyer shall have made the deliveries to Sellers and the Escrow Holder required under Section 1.4(b) authority of Buyer for each Transaction Document to which it is a party, all in form and Section 1.4(c)substance reasonably satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement hereby is subject to the fulfillment on satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing of each of Initial Inventory Date, (ii) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true, correct and complete true in all respects, both as of the date of this Agreement material respects at and as of the Closing (other than such representations Initial Inventory Date, as if made at and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date)date (it being understood that this condition will be deemed satisfied with respect to any existing action, except where suit, investigation or proceeding referred to in Section 4.06 so long as such action, suit, investigation or proceeding has no reasonable likelihood of success on the failure merits) and (iii) Seller shall have received a certificate signed by an appropriate officer of such representations and warranties Buyer to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyforegoing effect. (b) Buyer Seller shall have performed or complied received the legal opinion of Waring Cox, PLC, special coxxxel to Buyer, substantially in all material respects with its material obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closingform of Exhibit 10.03(b) hereto. (c) Buyer Seller shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by Buyer received all documents it may reasonably request relating to the effect that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”). (d) existence of Buyer shall have made the deliveries to Sellers and the Escrow Holder required under Section 1.4(b) authority of Buyer for this Agreement, all in form and Section 1.4(c)substance reasonably satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment satisfaction of the following further conditions: (a) Buyer shall have performed and complied with in all material respects all of its covenants and agreements to be performed by it on or prior to the Closing of each of the following conditions, Date under this Agreement or any one or more of other Transaction Documents to which (to the extent permitted by applicable Law) may be waived by such Seller:it is a party. (ab) The representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true, correct and complete true in all respects, both as of the date of this Agreement material respects at and as of the Closing (other than such representations Date as if made at and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have performed or complied in all material respects with its material obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing. (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as certificate signed by the authorized officer of the Closing Date, executed by Buyer to the effect that the conditions set forth in Section 5.3(a8.03(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”8.03(b). (d) Buyer shall have made received all consents, authorizations or approvals from the deliveries Governmental Authorities referred to Sellers in Section 4.03, in each case in form and substance reasonably satisfactory to Seller, and no such consent, authorization or approval shall have been revoked. (e) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the Escrow Holder required under Section 1.4(bauthority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller. (f) and Section 1.4(cThe advance payment shall have paid to Seller set forth in Section2.02(c)(i).

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on or prior to the Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained set forth in this Agreement shall be true, true and correct and complete in all respects, both as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing (other than such representations Date with the same force and warranties that are effect as though made on and as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyClosing Date. (b) Buyer shall have performed or complied in all material respects with its material all obligations and covenants required by this Agreement to be performed or complied with by Buyer them under this Agreement at or prior to the ClosingClosing Date. (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as certificate signed by the Chief Executive Officer of the Closing Date, executed by Buyer to the effect that the conditions set forth in confirming Section 5.3(a6.03(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”b). (d) Buyer Seller shall have made received (i) resolutions duly adopted by the deliveries Board of Directors of Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to Sellers enable Buyer to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Buyer and the Escrow Holder required under Section 1.4(b) authority of Buyer for this Agreement, all in form and Section 1.4(c)substance reasonable satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing of each of Date, (ii) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer and Buyer Guarantor contained in this Agreement and in any certificate or other writing delivered by Buyer or Buyer Guarantor pursuant hereto shall be true, correct and complete in all respects, both as of the date of this Agreement and as of the Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have performed or complied true in all material respects with its material obligations at and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing. (c) Buyer shall have delivered to Sellers a certificate, dated as of the Closing Date, executed as if made at and as of such date and (iii) Seller shall have received certificates signed by the respective executive officers of Buyer and Buyer Guarantor to the effect that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”)foregoing effect. (db) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and Buyer Guarantor and the authority of Buyer and Buyer Guarantor for this Agreement, all in form and substance reasonably satisfactory to Seller. (i) Buyer shall have made paid the deliveries Purchase Price to Sellers Seller in cash and (ii) the Escrow Holder required under Section 1.4(b) and Section 1.4(c)Company shall have paid the up-front fees amounting to ¥4,000,000,000 in aggregate to BTI Limited Partnership in consideration for BTI Limited Partnership entering into the Ancillary Agreements.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on or prior to the Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Parent and Buyer contained set forth in this Agreement shall be true, true and correct and complete in all respectsmaterial respects (other than those representations and warranties which are qualified as to materiality, both which shall be true and correct) as of the date of this Agreement, and shall also be true in all material respects (other than those representations and warranties which are qualified as to materiality, which shall be true and correct) (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing (other than such representations Date with the same force and warranties that are effect as though made on and as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyClosing Date. (b) Parent and Buyer shall have performed or complied in all material respects with its material all obligations and covenants required by this Agreement to be performed or complied with by Buyer them under this Agreement at or prior to the ClosingClosing Date. (c) Buyer Seller shall have delivered to Sellers received a certificate, dated as certificate signed by the Chief Executive Officer of the Closing Date, executed by each of Parent and Buyer to the effect that the conditions set forth in confirming Section 5.3(a6.03(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”b). (d) Buyer Seller shall have made received (i) resolutions duly adopted by the deliveries Boards of Directors of Parent and Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to Sellers enable Buyer to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Parent and Buyer and the Escrow Holder required under Section 1.4(b) authority of Parent and Section 1.4(c)Buyer for this Agreement, all in form and substance reasonable satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing of each of Date, (ii) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto (A) that are qualified by materiality shall be true, true and correct as of Closing Date as it if made at and complete as of such date (except for representations and warranties especially made as of an earlier date which shall be true as of such earlier date) and (B) that are not qualified by materiality shall be true in all respects, both as of the date of this Agreement material respects at and as of the Closing (other than such representations Date as if made at and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where date and (iii) Seller shall have received a certificate signed by an executive officer of Buyer to the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyforegoing effect. (b) Buyer shall have performed received all consents, authorizations or complied approvals from the Governmental Authorities referred to in all material respects with its material obligations Section 4.03, in each case in form and covenants required by this Agreement substance reasonably satisfactory to be performed Seller, and no such consent, authorization or complied with by Buyer at or prior to the Closingapproval shall have been revoked. (c) Buyer Seller shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by Buyer received all documents it may reasonably request relating to the effect that existence of Buyer and the conditions set forth authority of Buyer for this Agreement, all in Section 5.3(a) form and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”)substance reasonably satisfactory to Seller. (d) Buyer Seller shall have made received the deliveries to Sellers and the Escrow Holder required under Section 1.4(b) and Section 1.4(c)Closing Date Purchase Price in immediately available funds.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on satisfaction of the following further conditions: (i) Each of Buyer and Merger Sub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing of each of Date, (ii) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of each of Buyer and Merger Sub contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by such party pursuant hereto shall be true, true and correct and complete in all respects, both as of the date of this Agreement every material respect at and as of the Closing (other than such representations Date as if made at and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where date and (iii) Seller shall have received a certificate signed by the failure Vice President and Treasurer of such representations and warranties Buyer to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyforegoing effect. (b) Buyer Seller shall have performed or complied in all material respects with its material obligations received an opinion of Buyer's Counsel, dated the Closing Date, satisfactory to Seller and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closinghis counsel. (c) Buyer Seller shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by Buyer to the effect that the conditions set forth received all items specified in Section 5.3(a) 2.02 of this Agreement and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”)all other closing documents that they may reasonably request, all in form and substance reasonably satisfactory to them. (d) Buyer Seller shall have made received an opinion of Luce, Xxrward, Hamixxxx & Xcripps, LLP to the deliveries to Sellers and effect, among other matters, that no gain or loss will be recognized for federal income tax purposes by Seller as a result of the Escrow Holder required under Section 1.4(b) and Section 1.4(c)transfer of such Seller's shares in the Company in exchange for shares of Buyer stock.

Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment on satisfaction or waiver of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing of each of Date, (ii) the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller: (a) The representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true, true and correct and complete in all respects, both as of the date of this Agreement and as of the Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have performed or complied in all material respects (except, with its material obligations respect to any statements in a representation or warranty that are limited by a statement of materiality, such statement shall be true and covenants required by this Agreement correct in all respects giving effect to be performed or complied with by Buyer such limitation) at or prior to the Closing. (c) Buyer shall have delivered to Sellers a certificate, dated and as of the Closing Date, executed as if made at and as of such date and (iii) Seller shall have received a certificate signed by an appropriate executive officer of Buyer to the effect that foregoing effect. (b) Seller shall have received an opinion of Buyer's Deputy General Counsel, Xxxxx Xxxxxx, as counsel to Buyer, dated the conditions Closing Date, as to the matters and substantially in the form set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”).Exhibit H hereto. 51 (dc) Buyer Seller shall have made received all documents it may reasonably request relating to the deliveries to Sellers existence of Buyer and the Escrow Holder required under Section 1.4(b) authority of Buyer for this Agreement, all in form and Section 1.4(c)substance reasonably satisfactory to Seller.