Common use of Conditions to Obligation of the Buyer Clause in Contracts

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller and Xxxxx shall have each 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) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) Xxxxx shall have executed and delivered to Buyer the Employment Agreement; (vi) Xxxxx shall have executed and delivered to OPMG the Lock-Up Agreement; (vii) the Seller shall have provided Buyer with evidence of the payment of the $150,000 non-refundable advanced royalty payment pursuant to the NetQin Master License Agreement. (viii) the Seller shall have executed and delivered to the Buyer the Assignment Documents;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller and Xxxxx shall have each 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) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) Xxxxx the Buyer shall have executed received from counsel to the Seller a copy of the opinion in form and delivered substance as set forth in Exhibit B attached hereto, addressed to Buyer HTCC, and dated as of the Employment AgreementClosing Date; (vi) Xxxxx shall have executed all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and delivered all certificates, opinions, instruments, and other documents required to OPMG effect the Lock-Up Agreement;transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (vii) the Seller Buyer shall have provided Buyer with evidence had the opportunity to conduct a reasonable investigation of the payment matters set forth in Schedule 3(a)(vi) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares as a result of the $150,000 non-refundable advanced royalty payment pursuant dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the NetQin Master License AgreementClosing. (viii) the Seller shall have executed and delivered to the Buyer the Assignment Documents;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the each Seller and Xxxxx shall have each performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any legal action, injunction, judgment, order, decree, ruling, or charge in effect seeking to or preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Seller and Xxxxx Sellers shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all material respects;; and (v) Xxxxx shall have executed and delivered all actions to Buyer be taken by the Employment Agreement; (vi) Xxxxx shall have executed and delivered to OPMG the Lock-Up Agreement; (vii) the Seller shall have provided Buyer Sellers in connection with evidence consummation of the payment of transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the $150,000 non-refundable advanced royalty payment pursuant transactions contemplated hereby will be reasonably satisfactory in form and substance to the NetQin Master License Agreement. (viiiBuyer. The Buyer may waive any condition specified in this Section 6(a) the Seller shall have executed and delivered if it executes a writing so stating at or prior to the Buyer the Assignment Documents;Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller and Xxxxx shall have each 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) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii7(a)(i)-(iii) is satisfied in all respects; (v) Xxxxx shall have executed and delivered all actions to Buyer the Employment Agreement; (vi) Xxxxx shall have executed and delivered to OPMG the Lock-Up Agreement; (vii) be taken by the Seller shall have provided Buyer in connection with evidence consummation of the payment of transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the $150,000 non-refundable advanced royalty payment pursuant transactions contemplated hereby will be satisfactory in form and substance to the NetQin Master License Agreement. (viiiBuyer. The Buyer may waive any condition specified in this 7(a) the Seller shall have executed and delivered if it executes a writing so stating at or prior to the Buyer the Assignment Documents;Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller and Xxxxx shall have each 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) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in this Section 6(a)(i)-(iii7(a) is satisfied in all respects; (v) Xxxxx the Buyer shall have executed and delivered received sufficient financing to Buyer fund the Employment AgreementPurchase Price; (vi) Xxxxx the Buyer shall have executed and delivered to OPMG entered into employment agreements or employment offer letters with each of the Lock-Up Agreement;Employees; and (vii) all actions to be taken by the Seller shall have provided Buyer in connection with evidence consummation of the payment of transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the $150,000 non-refundable advanced royalty payment pursuant transactions contemplated hereby will be reasonably satisfactory in form and substance to the NetQin Master License Agreement. (viiiBuyer. The Buyer may waive any condition specified in this Section 7(a) the Seller shall have executed and delivered if it executes a writing so stating at or prior to the Buyer the Assignment Documents;Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller and Xxxxx shall have each 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) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) Xxxxx the Seller shall have executed and delivered to the Buyer the Employment Agreementconsent required under the Customer Contracts listed on Exhibit A hereto; (vi) Xxxxx all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby shall have executed be reasonably satisfactory in form and delivered substance to OPMG the Lock-Up Agreement;Buyer; and (vii) the execution by the Seller shall have provided of a license agreement in substantially the form attached hereto as Exhibit B (the “License Agreement”), a transition services agreement in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”). The Buyer with evidence of the payment of the $150,000 non-refundable advanced royalty payment pursuant may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the NetQin Master License AgreementClosing. (viii) the Seller shall have executed and delivered to the Buyer the Assignment Documents;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of the Sellers set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller and Xxxxx Sellers shall have each performed and complied with all of its their 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) the Seller and Xxxxx Sellers shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii7(a)(i)-(iii) is satisfied in all respects; (v) Xxxxx the Buyer shall have executed received from counsel to the Sellers an opinion in form and delivered substance reasonably aceptable to Buyer the Employment Agreement;Sellers, addressed tothe Buyer, and dated as of the Closing Date; and (vi) Xxxxx shall have executed and delivered all actions to OPMG be taken by the Lock-Up Agreement; (vii) the Seller shall have provided Buyer Sellers in connection with evidence consummation of the payment of transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the $150,000 non-refundable advanced royalty payment pursuant transactions contemplated hereby will be reasonably satisfactory in form and substance to the NetQin Master License Agreement. (viiiBuyer. The Buyer may waive any condition specified in this Section 7(a) the Seller shall have executed and delivered if it executes a writing so stating at or prior to the Buyer the Assignment Documents;Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller and Xxxxx shall have each performed and complied with all of its their 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) the Seller and Xxxxx shall have each delivered to the Buyer a certificate certificates to the effect that each of the conditions specified above in Section Sections 6(a)(i)-(iii) is are satisfied in all respects;; and (v) Xxxxx shall have executed and delivered all actions to Buyer the Employment Agreement; (vi) Xxxxx shall have executed and delivered to OPMG the Lock-Up Agreement; (vii) be taken by the Seller shall have provided Buyer in connection with evidence consummation of the payment of transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the $150,000 non-refundable advanced royalty payment pursuant transactions contemplated hereby will be reasonably satisfactory in form and substance to the NetQin Master License Agreement. (viiiBuyer. The Buyer may waive any condition specified in this Section 6(a) the Seller shall have executed and delivered if it executes a writing so stating at or prior to the Buyer the Assignment Documents;Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : 14 (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; ; (ii) the Seller and Xxxxx shall have each 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) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; ; (v) Xxxxx shall have executed and delivered to Buyer the Employment Agreement; ; (vi) Xxxxx shall have executed and delivered to OPMG the Lock-Up Agreement; ; (vii) the Seller shall have provided Buyer with evidence of the payment of the $150,000 non-refundable advanced royalty payment pursuant to the NetQin Master License Agreement. (viii) the Seller shall have executed and delivered to the Buyer the Assignment Documents;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction satisfaction, or waiver, of the following conditions: (i1) the representations and warranties set forth in Section 3 5 a. and Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii2) the Seller and Xxxxx shall have each performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii3) 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; (iv4) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii9 a. (1)-(3) is satisfied in all respects; (v5) Xxxxx all applicable waiting periods (and any extensions thereof) under the HSR Act shall have executed expired or otherwise been terminated and delivered to Buyer the Employment AgreementParties shall have received all other required authorizations, consents, and approvals of governments, governmental agencies and third parties; (vi6) Xxxxx the Buyer shall have executed received from the General Counsel of the Seller an opinion in form and delivered substance as set forth in Exhibit 4 attached hereto, addressed to OPMG the Lock-Up Agreement;Buyer, and dated as of the Closing Date; and (vii7) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. (8) Buyer and Seller shall have provided Buyer with evidence entered into a Supply Agreement substantially in the form of the payment of the $150,000 non-refundable advanced royalty payment pursuant to the NetQin Master License AgreementExhibit 6 hereto. (viii) the Seller shall have executed and delivered to the Buyer the Assignment Documents;