Common use of Conditions to Obligation of Sellers Clause in Contracts

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller Parent) of the following further conditions: (i) Each Buyer Party shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the Fundamental Buyer Representations shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, (iii) the other representations and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true in all respects at and as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect. (b) Buyer Domestic shall have delivered (or caused to be delivered) to Seller Parent the closing deliverables set forth in Section 3.02 required to be delivered by a Buyer Party, in each case in form and substance reasonably acceptable to Seller Parent.

Conditions to Obligation of Sellers. The obligation of Sellers each Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller Parent) of the following further conditions: (ia) Each Buyer Party shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the Fundamental representations and warranties of Buyer Representations contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, (iii) the other representations and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true in all respects at and as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect. (b) Buyer Domestic shall have delivered (received all consents, authorizations or caused approvals from the Governmental Authorities referred to be delivered) to Seller Parent the closing deliverables set forth in Section 3.02 required to be delivered by a Buyer Party4.03, in each case in form and substance reasonably acceptable satisfactory to Seller ParentSellers’ Representative, and no such consent, authorization or approval shall have been revoked. (c) Sellers’ Representative shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer to enter into this Agreement, all in form and substance reasonably satisfactory to Sellers’ Representative. (d) There shall not be threatened, instituted or pending any action or proceeding by any Person before any Governmental Authority seeking to prevent, enjoin, materially alter or materially delay the transactions contemplated by this Agreement. (e) Buyer shall have received all of the PRC Regulatory Approvals. (f) Buyer shall have received the Board and Stockholder Approvals.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller Parent) of the following further conditions: (i) Each Buyer Party shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (iia) the Fundamental representations and warranties of Buyer Representations set forth in Section 4.2 shall be true and correct in all material respects at and as of the Closing Date as if made at (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date); (b) Buyer shall have performed and complied with in all material respects all of its obligations, (iii) the other representations covenants and warranties of the Buyer Parties agreements contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true in all respects at and as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties this Agreement to be true performed or complied with by it at or prior to the Closing; (c) Buyer and correct would not reasonably Sellers shall each be expected to have, individually or in the aggregate, a compliance with all material adverse effect on the ability regulatory requirements of the Buyer Parties all applicable Governmental Authorities necessary to consummate the transactions contemplated herebyherein (all of which shall be in full force and effect as of the Closing); (d) no Order or Proceeding shall be outstanding or pending that restrains, and enjoins or otherwise prohibits, or could reasonably be expected to restrain, enjoin or otherwise prohibit, the consummation of the transactions contemplated by this Agreement; (ive) Seller Parent Sellers shall have received all of the deliveries required by Section 7.5; and (f) there shall be no bankruptcy, reorganization, receivership or arrangement proceedings pending against Buyer or any Affiliate of Buyer. Sellers may waive any condition specified in this Section 7.3 if it executes a certificate signed by an officer of Buyer Domestic writing so stating at or prior to the foregoing effectClosing. (b) Buyer Domestic shall have delivered (or caused to be delivered) to Seller Parent the closing deliverables set forth in Section 3.02 required to be delivered by a Buyer Party, in each case in form and substance reasonably acceptable to Seller Parent.

Conditions to Obligation of Sellers. The obligation of Sellers to ----------------------------------- consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller Parent) of the following further conditionsconditions unless waived by a majority in interest of the Sellers: (i) Each Buyer Party shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the Fundamental representations and warranties of Buyer Representations contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, (iii) the other representations and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true in all respects at and date with only such exceptions as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, Material Adverse Effect and (iviii) Seller Parent Sellers shall have received a certificate signed by an officer the Chief Executive Officer or Chief Financial Officer of Buyer Domestic to the foregoing effect. (b) Buyer Domestic Sellers shall have delivered received an opinion of Buyer's Counsel, dated the Closing Date, to the effect specified in Sections 5.01 through 5.04 and 5.07 of the Management Sellers Stock Purchase Agreement and with respect to such other matters as Sellers shall reasonably request. (or caused to be deliveredc) to Seller Parent the closing deliverables set forth Sellers shall have received all items specified in Section 3.02 required to be delivered by a Buyer Party2.02 of this Agreement and all other closing documents that they may reasonably request, in each case all in form and substance reasonably acceptable satisfactory to Seller Parentthem.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller Parent) of the following further conditions: (ia) Each Buyer Party shall have performed in all material respects all of its covenants, covenants and agreements and obligations hereunder required to be performed by it at on or prior to the Closing Date. (b) The representations and warranties of Buyer contained in Section 5.01 (Corporate Existence and Power), Section 5.02 (iiCorporate Authorization) and Section 5.08 (Finders' Fees) (collectively, the "Buyer Fundamental Buyer Representations Representations") shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, date except for inaccuracies in the Buyer Fundamental Representations that have a de minimis effect. (iiic) the other The representations and warranties of the Buyer Parties contained set forth in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) that are not Buyer Fundamental Representations shall be true in all respects at and as of the Closing Date, Date as if made at and as of such date, date (disregarding all materiality and Material Adverse Effect qualifications therein) (except where the failure of that such representations and warranties to that are made as of a specific date need only be true and correct as of such date) with only such exceptions as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and . (ivd) Seller Parent Sellers' Representative shall have received a certificate signed by an executive officer of Buyer Domestic certifying as to Buyer's satisfaction of the foregoing effect. (b) Buyer Domestic shall have delivered (or caused to be delivered) to Seller Parent the closing deliverables conditions set forth in Section 3.02 required to be delivered by a Buyer Party11.03(a), in each case in form Section 11.03(b) and substance reasonably acceptable to Seller ParentSection 11.03(c).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller Parent) of the following further conditions: (i) Each Buyer Party shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the Fundamental representations and warranties of Buyer Representations contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, date and (iii) the other representations and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true in all respects at and as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent Sellers shall have received a certificate signed by an officer the President of Buyer Domestic to the foregoing effect. (b) Buyer Domestic shall have delivered paid to each Seller the cash purchase price (or caused less such Seller's portion of the Escrow Amount) for such Seller's Shares by wire transfer of immediately available funds to be deliveredthe account designated by such Seller in accordance with 2.02(a). (c) Buyer shall have paid to each Additional Seller Parent the closing deliverables set forth in Section 3.02 required to be delivered by a Buyer Party, in each case in form and substance reasonably acceptable to Seller Parentcash purchase price (less any applicable withholding) for such Additional Sellers' Shares.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, or waiver by Seller ParentSellers) of the following further conditions: (i) Each Buyer Party shall have performed in all material respects all of its covenants, agreements covenants and other obligations hereunder required to be performed by it at on or prior to the Closing Date, Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Representations Material Adverse Effect or similar materiality qualifiers, shall be true and correct in all material respects at and as of the Closing Date Date, as if made at and as of such datedate with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (iiiB) the other representations and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) Fundamental Representations shall be true in all respects and correct at and as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect.; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer Domestic shall have delivered (or caused to be deliveredeach of the items required by Section 2.05(d) to Seller Parent the closing deliverables set forth in Section 3.02 required and 2.05(f) to be delivered by a Buyer Party, in each case in form (as applicable) at the Closing and substance reasonably acceptable to Seller Parent(ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, or waiver by Seller ParentSellers) of the following further conditions: (a) (i) Each each of Parent and Buyer Party shall have performed in all material respects all of its covenants, agreements covenants and other obligations hereunder required to be performed by it at on or prior to the Closing Date, Date and (ii) (A) the representations and warranties of Parent and Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects,” Parent Material Adverse Effect or Buyer Representations Material Adverse Effect or similar materiality qualifiers, shall be true and correct in all material respects at and as of the Closing Date Date, as if made at and as of such datedate with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a Buyer Material Adverse Effect, and (iiiB) the other representations and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) Fundamental Representations shall be true in all respects and correct at and as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect.; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Parent and Buyer Domestic shall have delivered (or caused to be deliveredeach of the items required by Section 2.05(d) to Seller Parent the closing deliverables set forth in Section 3.02 required to be delivered by a Parent and Buyer Party(as applicable) at the Closing, in each case in form (ii) Buyer shall have made the payment of the Cash Consideration as required by Section 2.05(e) and substance reasonably acceptable (iii) Parent shall have provided evidence to Seller ParentSellers of issuance instructions to the Transfer Agent of the Stock Consideration promptly after delivery thereof as required by Section 2.05(f).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction fulfillment on or prior to each Closing of each of the following conditions, any one or more of which (or, to the extent permitted by Applicable applicable Law, waiver ) may be waived by Seller Parent) of the following further conditionsSellers: (ia) Each The representations and warranties of Buyer Party contained in this Agreement shall have performed be true, correct and complete in all material respects (disregarding all of its covenantsmateriality and similar qualifications), agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the Fundamental Buyer Representations shall be true and correct in all material respects at and both as of the Closing Date as if made at date of this Agreement and as of such date, Closing (iii) the other than such representations and warranties that are made as of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) a specified date, which representations and warranties shall be true in all respects at true, correct and as of the Closing Date, as if made at and complete as of such date), except where the failure of such representations and warranties to be true true, correct and correct complete would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the Buyer’s ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received . 10 Note to Draft: Buyer will require a certificate signed by an officer of Buyer Domestic Settlement Agreement with respect to the foregoing effectSpirit properties to break out leases. (b) Buyer Domestic shall have performed or complied in all material respects with its obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to such Closing. (c) Buyer shall have delivered (or caused to be delivered) Sellers a certificate, dated as of such Closing Date, executed by Buyer to Seller Parent the closing deliverables effect that the conditions set forth in Section 3.02 5.2(d), 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 required to be delivered by a Buyer Party, in each case in form and substance reasonably acceptable to Seller Parent.under Section

Conditions to Obligation of Sellers. The Sellers' obligation of Sellers to consummate the transactions contemplated by this Agreement and to take the other actions required to be taken by Sellers at Closing is subject to the satisfaction (orsatisfaction, to the extent permitted by Applicable Lawat or before Closing, waiver by Seller Parent) of each of the following further conditions:conditions (any of which may be waived by Sellers' Representative, in whole or in part): (ia) Each Buyer Party shall The representations and warranties set forth in Article 3 of this Agreement, individually and collectively, must have performed been accurate in all material respects all as of its covenants, agreements the date of this Agreement and obligations hereunder required to must be performed by it at or prior to the Closing Date, (ii) the Fundamental Buyer Representations shall be true and correct accurate in all material respects at and as of the Closing Date as if made at and again on the Closing Date, except for any representation or warranty made as of a specific date or for a particular period, which must be accurate in all material respects as of such date, specific date or for such particular period; (iiib) the other representations Parent and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true must have performed and complied in all material respects at with the covenants and obligations under this Agreement required to be performed or complied with by it prior to Closing; (c) Parent and Buyer must have delivered to Sellers, in form reasonably acceptable to Sellers, a certificate dated as of the Closing Date, as if made at Date certifying that the conditions set forth in Sections 5.2(a) and as (b) have been satisfied; (d) There must not be any non-appealable Order pending or any Legal Requirement enacted since the date of such date, except where this Agreement prohibiting the failure consummation of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect.this Agreement; and (be) Buyer Domestic shall The waiting period under the HSR Act must have delivered (expired or caused to be delivered) to Seller Parent the closing deliverables set forth in Section 3.02 required to be delivered by a Buyer Party, in each case in form and substance reasonably acceptable to Seller Parentbeen terminated.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing Acquisition and the Liabilities Assumption is further subject to the satisfaction (or, or waiver by the Buyer Entities) prior to the extent permitted by Applicable Law, waiver by Seller Parent) Closing of the following further conditions: (ia) Each Buyer Party representation and warranty in Article IV shall have performed be accurate (read, for purposes of this Section 6.3(a) only, without giving effect to any qualifier as to materiality, “in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at respects,” “material” or prior to the Closing Date, (iiBuyer Material Adverse Effect) the Fundamental Buyer Representations shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation or warranty expressly speaks as of a specific date, in which case such representation or warranty shall have been accurate as of such date), (iii) the other representations and warranties than any failure of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating any such representation or warranty to materiality or material adverse effect) shall be true in all respects at and accurate as of the Closing Date, Date as if made at and as of such on the Closing Date (or express earlier date, except where the failure of such representations and warranties to be true and correct ) that would not reasonably be expected to have, individually or result in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effectMaterial Adverse Effect. (b) The Buyer Domestic Entities shall not have delivered (materially breached any covenant or caused to be delivered) to Seller Parent the closing deliverables set forth in Section 3.02 agreement hereunder that is required to be delivered by performed or complied with prior to the Closing. (c) Sellers shall have received a certificate, dated as of the Closing Date and duly executed on behalf of the Buyer PartyEntities, confirming the satisfaction of the conditions in each case in form Section 6.3(a) and substance reasonably acceptable Section 6.3(b). (d) (i) Since the date of this Agreement, there shall not have occurred any Buyer Material Adverse Effect, and (ii) if Buyer Parent Shares are to Seller Parentbe issued hereunder, such Buyer Parent Shares shall have been approved for listing on the NYSE, subject to official notice of issuance.