Common use of Conditions to Obligations of Acquiror and Merger Sub Clause in Contracts

Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate the transactions contemplated by this Agreement (including the Closing and the Merger) are subject to the satisfaction at the Closing of the following additional conditions, any one or more of which may be waived in writing by Acquiror and Merger Sub: (a) (i) Each of the representations and warranties of the Company, the Blocker Seller and the Blocker Company, as applicable, in Section 3.1 (with respect to the representations and warranties contained in the first and second sentences of such Section 3.1 only), Section 3.2 (with respect to the representations and warranties contained in the first, second and third sentences of such Section 3.2 only), Section 3.3, Section 3.4 (with respect to conflicts with the certificate of formation of the Company or the Existing LLC Agreement only), Section 3.6, Section 3.7, Section 3.18, Section 3.23(a) and Section 3.35, shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though then made other than, solely with respect to the representations and warranties set forth in Section 3.6 and Section 3.35, de minimis inaccuracies with respect to the capitalization of the Company or the Blocker Company in respect of which monetary compensation is an adequate remedy and for which the Acquiror will be entitled to full indemnification pursuant to ARTICLE IX (provided that, in each case, any such representation and warranty that addresses matters only as of a certain date specified herein shall be so true and correct in all respects only as of that certain date) and (ii) each of the other representations and warranties set forth in ARTICLE III shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though then made (provided that any such representation and warranty that addresses matters only as of a certain date specified herein shall be so true and correct in all respects only as of that certain date), in each case in this clause (ii) determined without regard to qualifications as to materiality or Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, except to the extent the failure of any such representations and warranties to be true and correct has not resulted in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) Each of the covenants and agreements of the Company, the Holder Representative, the Blocker Seller and the Blocker Company required by this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects. (c) There shall not have occurred or be continuing a Material Adverse Effect. (d) The DGC Agreement shall have been fully and lawfully terminated in accordance with its terms. (e) The Company shall have effected the deliveries required pursuant to Section 2.2(b), each in form and substance satisfactory to the Acquiror. (f) The Company/Holder Representative shall have delivered the Unitholder Agreements, duly executed by holders of at least 90% of the Units, to the Acquiror. (g) The Company shall have delivered to the Acquiror evidence that the Pre-Closing Reorganization has been completed on terms satisfactory to the Acquiror, acting reasonably. (h) The Company shall have delivered to the Acquiror evidence of the approval of this Agreement, the Transactions Documents, and the transactions contemplated hereby and thereby by the requisite Holders as required by the DLLCA and the Existing LLC Agreement, and such approval shall not have been revoked or modified.

Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement (including the Closing and the Merger) Merger are subject to the satisfaction at the Closing of the following additional conditions, any one or more of which may be waived in writing by Acquiror and Merger Sub: (a) (i) Each of the The representations and warranties of the Company, the Blocker Seller and the Blocker Company, as applicable, in Section 3.1 (with respect to the representations and warranties Company contained in the first and second sentences sentence of such Section 3.1 onlyeach of Sections 4.6(a), Section 3.2 (with respect to the representations and warranties contained in the first, second and third sentences of such Section 3.2 only4.6(b), Section 3.3, Section 3.4 (with respect to conflicts with the certificate of formation of the Company or the Existing LLC Agreement only), Section 3.6, Section 3.7, Section 3.18, Section 3.23(aand 4.6(c) and Section 3.35, Sections 4.6(d) and 4.7(b) shall be true and correct in all but de minimis respects at and as of the date of this Agreement and at as of the Closing Date as though made on and as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), (ii) the Company Fundamental Representations (other than the representations and warranties of the Company contained in the first sentence of each of Sections 4.6(a), 4.6(b), and 4.6(c) and Section 4.6(d) and 4.7(b)) shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though then made other thanon and as of such date (or, solely with respect to in the case of representations and warranties set forth in Section 3.6 and Section 3.35, de minimis inaccuracies with respect to the capitalization of the Company or the Blocker Company in respect of which monetary compensation is an adequate remedy and for which the Acquiror will be entitled to full indemnification pursuant to ARTICLE IX (provided that, in each case, any such representation and warranty that addresses address matters only as of a certain date specified herein shall be so true and correct in all respects only particular date, as of that certain such date) ), and (iiiii) each of the other representations and warranties set forth of the Company contained in ARTICLE III this Agreement other than the Company Fundamental Representations (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though then made on and as of such date (provided or, in the case of representations and warranties that any such representation and warranty that addresses address matters only as of a certain date specified herein shall be so true and correct in all respects only particular date, as of that certain such date), except for, in each case case, inaccuracies or omissions that have not had and would not, individually or in this clause (ii) determined without regard the aggregate, reasonably be expected to qualifications as to materiality or have a Company Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, except to the extent the failure of any such representations and warranties to be true and correct has not resulted in a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeEffect. (b) Each of the covenants and agreements of the Company, the Holder Representative, the Blocker Seller and the Blocker Company required by this Agreement to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects. (c) There Since the date of this Agreement, there shall not have occurred or be continuing a Company Material Adverse Effect.; and (d) The DGC Agreement shall have been fully and lawfully terminated in accordance with its terms. (e) The Company shall have effected the deliveries required pursuant to Section 2.2(b), each in form and substance satisfactory to the Acquiror. (f) The Company/Holder Representative shall have delivered the Unitholder Agreements, duly executed by holders of at least 90% of the Units, to the Acquiror. (g) The Company shall have delivered (or cause to the Acquiror evidence that the Pre-Closing Reorganization has have been completed on terms satisfactory to the Acquiror, acting reasonably. (hdelivered) The Company shall have delivered to the Acquiror evidence each of the approval of this Agreement, the Transactions Documents, and the transactions contemplated hereby and thereby Closing deliverables to be delivered by the requisite Holders as required by the DLLCA and the Existing LLC Agreement, and such approval shall not have been revoked or modifiedit pursuant to Section 2.4(a).

Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement (including Transactions at the Closing and the Merger) are subject to the satisfaction at the Closing of the following additional conditions, any one or more of which may be waived in writing by Acquiror and Merger Sub: (a) (i) Each of the representations and warranties of the Company, the Blocker Seller and the Blocker Company, as applicable, Company contained in Section 3.1 (with respect to the representations and warranties contained in the first and second sentences of such Section 3.1 only)3.1, Section 3.2 (with respect to the representations and warranties contained in the first, second and third sentences of such Section 3.2 only)3.2, Section 3.3, Section 3.4 (with respect to conflicts with the certificate of formation of the Company or the Existing LLC Agreement only3.7(b), Section 3.63.8(a)(i), Section 3.73.10(a), Section 3.183.14(b), Section 3.23(a) 3.16, Section 3.17, Section 3.18(a), Section 3.27, Section 3.29 and Section 3.35, 3.32 shall be true and correct in all respects at and as of the date of this Agreement and at hereof and as of the Closing Date as though then made other thanmade, solely except with respect to the such representations and warranties set forth in Section 3.6 which speak to an earlier date, which representations and Section 3.35, de minimis inaccuracies with respect to the capitalization of the Company or the Blocker Company in respect of which monetary compensation is an adequate remedy and for which the Acquiror will be entitled to full indemnification pursuant to ARTICLE IX (provided that, in each case, any such representation and warranty that addresses matters only as of a certain date specified herein warranties shall be so true and correct in all respects only at and as of that certain such date) and (ii) each . Each of the other representations and warranties set forth of the Company contained in ARTICLE III this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at hereof and as of the Closing Date as though then made (provided that any such representation and warranty that addresses matters only as of a certain date specified herein shall be so true and correct in all respects only as of that certain date), in each case in this clause (ii) determined without regard to qualifications as to materiality or Material Adverse Effect on the Company and its Subsidiaries, taken as a wholemade, except with respect to the extent the failure of any such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct has not resulted at and as of such date, except for, in a each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect on Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company and its Subsidiaries, taken as a whole.Material Adverse Effect; (b) Each of the covenants and agreements of the Company, the Holder Representative, the Blocker Seller and the Blocker Company required by this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.; (c) There shall has not have occurred been any Event that has had, or would reasonably be continuing expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (di) The DGC Agreement Company, Acquiror and Exela shall have been fully entered into a Tax Sharing Agreement in the form attached hereto as Exhibit G (the “Tax Sharing Agreement”), and lawfully terminated (ii) Parent and Exela Technologies BPA, LLC shall have entered into a Services Agreement in accordance with its terms.the form attached hereto as Exhibit H (the “Services Agreement”); (e) The Company Acquiror shall have effected received copies of the deliveries required pursuant to documents listed on Section 2.2(b), each in form and substance satisfactory to 8.2(e) of the Acquiror.Company Disclosure Schedule; and (f) The Company/Holder Representative All notices, approvals or consents, set forth and described on Section 8.1(b) of the Company Disclosure Letter shall have delivered the Unitholder Agreements, duly executed by holders of at least 90% of the Units, to the Acquirorbeen made or obtained. (g) The Company shall have delivered to the Acquiror evidence that the Pre-Closing Reorganization has been completed on terms satisfactory to the Acquiror, acting reasonably. (h) The Company shall have delivered to the Acquiror evidence of the approval of this Agreement, the Transactions Documents, and the transactions contemplated hereby and thereby by the requisite Holders as required by the DLLCA and the Existing LLC Agreement, and such approval shall not have been revoked or modified.