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

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (a) The representations and warranties of the Trust set forth in Section 2.2 shall be true and correct in all material respects at and as of the date of the Closing; (b) Ten business days shall have elapsed since the termination of the Offer and the Company shall have paid for the Shares purchased thereunder; (c) The lenders under the Company's bank credit facility shall have made available sufficient funds to purchase the Purchased Trust Shares; and (d) There shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) above.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Parent shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in Section 6.3); (b) the representations and warranties of the Trust set forth Parent contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility shall have made available sufficient funds to purchase transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the Purchased Trust Shares; andvalidity or legality of any such transactions; (d) There there shall not have been instituted be no statute, rules, regulation or pending before any courtorder enacted, agency, authority entered or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by any such court, authority, agency this Agreement or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; andAncillary Documents; (e) There each of the documents to be delivered by the Parent pursuant to Section 6.3 shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to so delivered by the Share Repurchase, Parent at the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Target shall have performed or complied with all obligations and agreements required to be performed or complied with by any of them hereunder on or prior to the Closing (including, without limitation, those specified in Section 7.2); (b) the representations and warranties of the Trust set forth Target contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility transactions contemplated hereby or any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (e) the Target shall have made available sufficient funds obtained on terms and conditions satisfactory to purchase the Purchased Trust SharesCompany all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or any Ancillary Document, or (ii) in order to prevent a breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Contract as a result of the consummation of the transactions contemplated hereby; (f) the Target shall have agreed to complete the audit of its financial statements in accordance with Item 310 of Regulation S-B within 74 days of Closing; and (dg) There each of the documents to be delivered by the Target pursuant to Section 7.2 shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding so delivered by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to Target at the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions to be performed by them it in connection with the Closing is are subject to satisfaction of the following conditions: (ai) The representations This Agreement and warranties the Share Exchange shall have received the requisite approval of the Trust set forth in Section 2.2 shall be true and correct in all material respects at and as shareholders of the date Bank and the number of Dissenting the Bank Shares shall not exceed 5% of the Closingnumber of the Bank Shares issued and outstanding immediately prior to the Effective Time of the Share Exchange; (bii) Ten business days The parties shall have elapsed since procured all approvals, authorizations and Consents, including but not limited to all necessary consents, authorizations and approvals of Regulatory Authorities which, with respect to those from the termination Regulatory Authorities, shall not contain provisions which (A) unduly impair or restrict the operations, or would have a material adverse effect on the condition, of the Offer Company, or (B) render consummation of the Share Exchange unduly burdensome, in each case as determined in the reasonable discretion of the Company; (iii) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge could (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right after the Effective Time of the Share Exchange of the Bank to own, operate, or control substantially all of the assets and operations of the Bank and/or the Company to own, operate, or control substantially all of the assets and operations of the Bank (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (iv) The Company shall have received an opinion satisfactory in form and substance to it to the effect that, under applicable provisions of the Internal Revenue Code of 1986, as amended, no gain or loss will be recognized for federal income tax purposes by the Bank, the Company or the shareholders of the Bank who receive Company Shares in the Share Exchange, and as to the such other matters as the Company shall have paid for deem desirable (the Shares purchased thereunder; (c) The lenders under the Company's bank credit facility shall have made available sufficient funds to purchase the Purchased Trust Shares"Tax Opinion"); and (dv) There shall not have been instituted The Company may waive any condition specified in this Section at or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable prior to the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Target and the Selling Members shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in Section 5.4); (b) the representations and warranties of the Trust set forth Target and the Selling Members contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility transactions contemplated hereby or by any Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Documents; (e) each of the documents to be delivered by the Target or the Selling Members pursuant to Section 5.4 shall have made available sufficient funds to purchase been so delivered by the Purchased Trust SharesTarget or the Selling Members at the Closing; and (df) There shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any and Phreadz USA LLC and the members of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result Phreadz USA LLC have entered into the Phreadz Purchase Agreement on substantially the terms and conditions set forth in any of the consequences referred to in paragraph (d) abovethis Agreement.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Target shall have performed or complied with all obligations and agreements required to be performed or complied with by any of them hereunder on or prior to the Closing (including, without limitation, those specified in Section 7.2); (b) the representations and warranties of the Trust set forth Target contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility transactions contemplated hereby or any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (e) the Target shall have made available sufficient funds obtained on terms and conditions satisfactory to purchase the Purchased Trust SharesCompany all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or any Ancillary Document, or (ii) in order to prevent a breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Contract as a result of the consummation of the transactions contemplated hereby; (f) the Target shall have completed the audit of its financial statements in accordance with Item 310 of Regulation S-B; and (dg) There each of the documents to be delivered by the Target pursuant to Section 7.2 shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding so delivered by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to Target at the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions to be performed by them it in connection with the Closing is subject to the satisfaction or waiver of the following conditions: (ai) The the representations and warranties of the Trust set forth in Section 2.2 3 above shall be true and correct in all material respects at and as of the date of the ClosingClosing Date; (bii) Ten business days the Investor shall have elapsed since performed and complied with all of its covenants hereunder in all material respects through the termination of the Offer and the Company shall have paid for the Shares purchased thereunderClosing Date; (ciii) The lenders under the Company's bank credit facility no action, suit, or proceeding shall have made available sufficient funds been instituted before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to purchase be rescinded following consummation; (iv) Investor shall have delivered to the Purchased Trust SharesCompany a certificate to the effect that each of the conditions specified in Section 8(b)(i)-(iii) are satisfied in all respects, and deliver an opinion of counsel for the Investor, in the form of Exhibit "F"; and (dv) There all applicable waiting periods (and any extensions thereof) under applicable law shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay expired or otherwise directly or indirectly to restrainbeen terminated and the Investor shall have received all other authorizations, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or takenconsents, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any and approvals of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences governments and governmental agencies referred to in paragraph (dSections 5(b) aboverelating to the Investor. The Company may waive any condition specified in this Section 8(b) if it executes a writing so stating at or prior to the Closing. At the Closing, assuming the satisfaction, or waiver by the Company, of the Conditions set forth in this Section 8(b), the Company shall deliver to the Investor one or more certificates representing the Shares.

Conditions to Obligation of the Company. The obligation of the Company and Ernst to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (a) The the representations and warranties of the Trust set forth in Section 2.2 Article 3 above shall be true and correct in all material respects at and as of the date Closing Date; (b) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (bc) Ten business days no action, suit, or proceeding shall have elapsed since the termination be pending or threatened before any court or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (1) prevent consummation of any of the Offer transactions contemplated by this Agreement or (2) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and the Company no such injunction, judgment, order, decree, ruling, or charge shall have paid for the Shares purchased thereunderbe in effect); (cd) The lenders under the Company's bank credit facility Buyer shall have made available sufficient funds delivered or caused to purchase be delivered to the Purchased Trust SharesCompany (or tendered subject only to Closing) the following documents: (i) the Initial Payment Amount; and (dii) There shall not have been instituted or pending before any courtan Officer’s Certificate of Buyer, agencydated as of the Closing Date, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect stating that the Share Purchase; andconditions specified in Section 5.2(a)-(c) are satisfied in all respects; (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed all actions to be applicable taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Share RepurchaseCompany and Ernst in its or his sole discretion, and in full force and effect. The Company and Xxxxx xxx waive any condition specified in this Section 5.2 if it or he executes a writing so stating at or prior to the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Parent shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in Section 6.3); (b) the representations and warranties of the Trust set forth Parent contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (e) each of the documents to be delivered by the Parent pursuant to Section 6.3 shall have been so delivered by the Parent at the Closing; (bf) Ten business days the Company and Xxxxxx Ow shall have elapsed since entered into an amended and restated promissory note (“Amendment to Ow Note”) in the termination principal amount of approximately $521,000, such that the Offer maturity date of said note is extended to April 4, 2010 accruing interest at 8% annually on a simple basis commencing from the close of transaction with interest and principal payable upon maturity; and (g) the Company shall have paid for the Shares purchased thereunder; entered into a settlement and release agreement converting all accrued salary of Xxxx Ow (capproximately $7,000) The lenders under the Company's bank credit facility shall have made available sufficient funds to purchase the Purchased Trust Shares; and into a two-year note bearing 8% annual simple interest with interest and principal payable upon maturity (d) There shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) above“Xxxx Ow Settlement”).

Conditions to Obligation of the Company. The obligation and the Principal Shareholders with Respect to the Merger and Sale of the Company to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:Purchaser Preferred Shares. (a) The the representations and warranties of the Trust set forth in Section 2.2 Article V of this Agreement shall be true and correct in all material respects at and as of the date Closing Date; (b) HSCC shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (bc) Ten business days no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of the Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of the Company, or (iv) affect adversely the right of any of the former Subsidiaries of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) HSCC shall have elapsed since delivered to the termination Company a certificate to the effect that each of the Offer conditions specified in Section 7.4(a)-(c) of this Agreement is satisfied in all respects; (e) this Agreement and the Merger shall have received the Requisite Approval; (f) all applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 4.3(b) and Section 5.1(d) of this Agreement; (g) the Company shall have paid for received from counsel to HSCC an opinion in form and substance as set forth in Exhibit L attached hereto, addressed to the Shares purchased thereunderCompany, and dated as of the Closing Date; (ch) The lenders under the Company's bank credit facility Certificate of Merger shall have made available sufficient funds been filed with the Secretary of State of the State of Nevada; (i) the Escrow Agreement shall have been executed and delivered by HSCC, the Principal Shareholders, and the Escrow Agent; (j) HSCC and the Principal Shareholders shall have executed and delivered the Stockholders’ Agreement; (k) HSCC shall have delivered the Merger Consideration; (l) HSCC shall have received the consent of the holders of HSCC’s Series F Stock and the HSCC Series G Stock to purchase issue the Purchased Trust SharesHSCC Series I Stock on a pari passu basis; and (dm) There shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed all actions to be applicable taken by HSCC 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 satisfactory in form and substance to the Share Repurchase, Company. The Company may waive any condition specified in this Section 7.4 if it executes a writing so stating at or prior to the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (ai) The the representations and warranties of the Trust set forth in Section 2.2 4 above shall be true and correct in all material respects at and as of the date Closing Date; (ii) Parent and Buyer shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (biii) Ten business days no action, suit, or proceeding shall have elapsed since the termination be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the Offer transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and the Company no such injunction, judgment, order, decree, ruling, or charge shall have paid for the Shares purchased thereunderbe in effect); (civ) The lenders all filings that are required to have been made by the Parties with any United States, United Kingdom, or other European Union governmental agency in order to carry out the transactions contemplated by this Agreement shall have been made and all authorizations, consents and approvals from any United States, United Kingdom, or other European Union governmental agency (including but not limited to all necessary approvals under the Company's bank credit facility Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended) required to carry out the transactions contemplated by this Agreement shall have made available sufficient funds to purchase the Purchased Trust Shares; and (d) There been received and any applicable waiting periods shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) above.expired;

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Parent shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in SECTION 6.3); (b) the representations and warranties of the Trust set forth Parent and Merger Sub contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility shall have made available sufficient funds to purchase transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the Purchased Trust Shares; andvalidity or legality of any such transactions; (d) There there shall not have been instituted be no statute, rules, regulation or pending before any courtorder enacted, agency, authority entered or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by any such court, authority, agency this Agreement or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; andAncillary Documents; (e) There The Parent Stockholder Approval shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveobtained.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Target and the Selling Members shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in Section 5.4); (b) the representations and warranties of the Trust set forth Target and the Selling Members contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility transactions contemplated hereby or by any Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Documents; (e) each of the documents to be delivered by the Target or the Selling Members pursuant to Section 5.4 shall have made available sufficient funds to purchase been so delivered by the Purchased Trust SharesTarget or the Selling Members at the Closing; and (df) There shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any and Universal Database of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result Music USA LLC and the members of Universal Database of Music USA LLC have entered into the UDM Purchase Agreement on substantially the terms and conditions set forth in any of the consequences referred to in paragraph (d) abovethis Agreement.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Parent shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in Section 6.3); (b) the representations and warranties of the Trust set forth Parent and Merger Sub contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility shall have made available sufficient funds to purchase transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the Purchased Trust Shares; andvalidity or legality of any such transactions; (d) There there shall not have been instituted be no statute, rules, regulation or pending before any courtorder enacted, agency, authority entered or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by any such court, authority, agency this Agreement or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; andAncillary Documents; (e) There each of the documents to be delivered by the Parent pursuant to Section 6.3 shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to so delivered by the Share Repurchase, Parent at the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Parent shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in SECTION 6.3); (b) the representations and warranties of the Trust set forth Parent and Merger Sub contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility shall have made available sufficient funds to purchase transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the Purchased Trust Shares; andvalidity or legality of any such transactions; (d) There there shall not have been instituted be no statute, rules, regulation or pending before any courtorder enacted, agency, authority entered or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by any such court, authority, agency this Agreement or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; andAncillary Documents; (e) There each of the documents to be delivered by the Parent pursuant to SECTION 6.3 shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to so delivered by the Share Repurchase, Parent at the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Target and the Selling Shareholders shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing (including, without limitation, those specified in Section 5.4); (b) the representations and warranties of the Trust set forth Target and the Selling Shareholders contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Documents; (e) each of the documents to be delivered by the Target or the Selling Shareholders pursuant to Section 5.4 shall have been so delivered by the Target or the Selling Shareholders at the Closing; (bf) Ten business days the Principal Shareholder shall have elapsed since executed and delivered to the termination of Company its counterpart signature page to the Offer Consulting Agreement between the Company and the Company shall have paid for Principal Shareholder in the Shares purchased thereunder; (c) The lenders under the Company's bank credit facility shall have made available sufficient funds to purchase the Purchased Trust Shares; and (d) There shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) above.form attached hereto as Exhibit B.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Target shall have performed or complied with all obligations and agreements required to be performed or complied with by any of them hereunder on or prior to the Closing (including, without limitation, those specified in Section 7.2); (b) the representations and warranties of the Trust set forth Target contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility transactions contemplated hereby or any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (e) the Target shall have made available sufficient funds obtained on terms and conditions satisfactory to purchase the Purchased Trust SharesCompany all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or any Ancillary Document, or (ii) in order to prevent a breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Contract as a result of the consummation of the transactions contemplated hereby; (f) the Target Audited Financial Statements shall have been completed; (g) Target shall have received approval from the NASD of its CMA; and (dh) There each of the documents to be delivered by the Target pursuant to Section 7.2 shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding so delivered by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to Target at the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to be performed by them in connection with the satisfaction on or prior to the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Company): (a) The the Target shall have performed or complied with all obligations and agreements required to be performed or complied with by any of them hereunder on or prior to the Closing (including, without limitation, those specified in Section 7.2); (b) the representations and warranties of the Trust set forth Target contained in Section 2.2 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of the Closing; (b) Ten business days shall have elapsed since the termination a particular date or only with respect to a specific period of the Offer time, which need only be true and the Company shall have paid for the Shares purchased thereundercorrect as of such date or with respect to such period); (c) The lenders under there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the Company's bank credit facility transactions contemplated hereby or any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (e) the Target shall have made available sufficient funds obtained on terms and conditions satisfactory to purchase the Purchased Trust SharesCompany all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or any Ancillary Document, or (ii) in order to prevent a breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Contract as a result of the consummation of the transactions contemplated hereby; (f) the Company shall have completed the Financing; and (dg) There each of the documents to be delivered by the Target pursuant to Section 7.2 shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding so delivered by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (e) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to Target at the Share Repurchase, the Trust or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (d) aboveClosing.

Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (a) The representations and warranties of the Trust Xx. Xxxxxxx set forth in Section 2.2 shall be true and correct in all material respects at and as of the date of the Closing; (b) Ten business days shall have elapsed since the termination of the Offer and the Company shall have paid for the Shares purchased thereunder; (c) The lenders under the Company's bank credit facility shall have made available sufficient funds to purchase the Purchased Trust Shares; and (d) There shall not have been instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the Share Purchase; and (ed) There shall not have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Share Repurchase, the Trust Xx. Xxxxxxx or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which would or is likely to directly or indirectly result in any of the consequences referred to in paragraph (dc) above.