Common use of Conditions to Obligation of Sellers Clause in Contracts

Conditions to Obligation of Sellers. The obligation of each Seller to consummate the Closing is subject to the 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 Date, 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 in all material respects at and as of the Closing Date as if made at and as of such date. (b) Buyer shall have received all consents, authorizations or approvals from the Governmental Authorities referred to in Section 4.03, in each case in form and substance reasonably satisfactory to Sellers’ Representative, and no such consent, authorization or approval shall have been revoked.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 each Seller Sellers to consummate the Closing Acquisition is subject to the satisfaction (or waiver by the Sellers’ Representative in writing in its sole discretion) of the following further conditions: (a) Buyer The representations and warranties of Buyers set forth in this Agreement shall have performed been true and correct in all material respects all at and as of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations date hereof and warranties of Buyer 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 (without giving effect to any exception for “Material Adverse Effect” or other qualifier using the term “material” or any variation thereof) at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and Sellers shall have received a certificate dated the Closing Date signed on behalf of Buyers to such effect. (b) Buyer Buyers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyers at or prior to the Closing Date, and Sellers shall have received all consents, authorizations or approvals from the Governmental Authorities referred a certificate signed on behalf of Buyers to in Section 4.03, in each case in form and substance reasonably satisfactory to Sellers’ Representative, and no such consent, authorization or approval shall have been revokedeffect. (c) Sellers’ Representative No Action shall have received all documents it may reasonably request relating be pending or threatened before any court or other Governmental Entity or other Person wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to the existence of Buyer and the authority of Buyer to enter into this Agreement, all be rescinded following consummation. No such Order shall be in form and substance reasonably satisfactory to Sellers’ Representativeeffect. (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 The Buyers shall have received all duly executed and delivered to Seller’s Representative each of the PRC Regulatory ApprovalsAncillary Agreements to which they, respectively, are party. (f) Buyer shall have received the Board and Stockholder Approvals.

Conditions to Obligation of Sellers. The obligation of each Seller Sellers to consummate the Closing Acquisition and the Liabilities Assumption is further subject to the satisfaction (or waiver by the Buyer Entities) prior to the Closing of the following further conditions: (a) Buyer Each 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 obligations hereunder required to be performed by it at respects,” “material” or prior to the Closing Date, 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 in all material respects at and Material Adverse Effect) 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), other than any failure of any such representation or warranty to be accurate as of the Closing Date as if made on the Closing Date (or express earlier date) that would not result in a Buyer Material Adverse Effect. (b) The Buyer Entities shall not have received all consents, authorizations materially breached any covenant or approvals from agreement hereunder that is required to be performed or complied with prior to the Governmental Authorities referred to in Section 4.03, in each case in form and substance reasonably satisfactory to Sellers’ Representative, and no such consent, authorization or approval shall have been revokedClosing. (c) Sellers’ Representative Sellers shall have received all documents it may reasonably request relating to a certificate, dated as of the existence Closing Date and duly executed on behalf of the Buyer Entities, confirming the satisfaction of the conditions in Section 6.3(a) and the authority of Buyer to enter into this Agreement, all in form and substance reasonably satisfactory to Sellers’ RepresentativeSection 6.3(b). (d) There (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 be threatenedissued hereunder, 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) such Buyer Parent Shares shall have received all been approved for listing on the NYSE, subject to official notice of the PRC Regulatory Approvalsissuance. (f) Buyer shall have received the Board and Stockholder Approvals.

Conditions to Obligation of Sellers. The obligation of each Seller Sellers to consummate the Closing Acquisition is subject to the satisfaction (or waiver by Sellers holding a majority of the Management Shares) 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 Date, the The representations and warranties of Buyer contained set forth in this Agreement shall have been true and in any certificate or other writing delivered by Buyer pursuant hereto correct at and as of the date hereof and shall be true in all material respects and correct at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and Seller shall have received a certificate dated the Closing Date signed on behalf of Buyer by the sole stockholder of Buyer to such effect. (b) Buyer shall have received performed or complied with all consents, authorizations obligations and covenants required by this Agreement to be performed or approvals from complied with by Buyer at or prior to the Governmental Authorities referred to in Section 4.03, in each case in form and substance reasonably satisfactory to Sellers’ RepresentativeClosing Date, and no such consent, authorization or approval Sellers shall have been revokedreceived a certificate signed on behalf of Buyer by the sole stockholder of Buyer to such effect. (c) Sellers’ Representative No Action 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 pending or pending any action or proceeding by any Person threatened before any court or other Governmental Authority seeking to prevent, enjoin, materially alter Entity or materially delay other Person wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement. Agreement or (eii) Buyer shall have received all cause any of the PRC Regulatory Approvalstransactions contemplated by this Agreement to be rescinded following consummation. No such Order shall be in effect. (f) Buyer shall have received the Board and Stockholder Approvals.