Common use of Conditions to Obligations of CTI Clause in Contracts

Conditions to Obligations of CTI. The obligations of CTI to consummate the Transactions will be subject to the satisfaction at or before the Closing of each of the following conditions, which to the extent permitted by Law may be waived in a written agreement signed by CTI: (a) Each of the representations and warranties made by NICOYA in this Agreement are true and correct at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where the failure of the representations and warranties made by NICOYA in this Agreement to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of XXXXXX to consummate the Transactions; provided that for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all “Material Adverse Effect” and other materiality or similar qualifications limiting the scope of such representations and warranties will be disregarded. (b) NICOYA shall have complied with or performed in all material respects the covenants and obligations that it is obligated to have complied with or performed at or prior to the Closing pursuant to this Agreement except those covenants and obligations to be performed by XXXXXX on the Closing Date, which covenants and obligations XXXXXX shall be committed and able to perform at or prior to the Closing. (c) XXXXXX has delivered or caused to be delivered a certificate executed on behalf of XXXXXX by an authorized officer of NICOYA certifying the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b). (d) There shall be no material adverse change to XXXXXX’s business between the date of the Agreement and the Closing.

Conditions to Obligations of CTI. The obligations of CTI to consummate the Transactions will Exchange shall be subject to the satisfaction fulfillment, or written waiver by CTI, at or before prior to the Closing of each of the following conditions, which to the extent permitted by Law may be waived in a written agreement signed by CTI: (a) Each DCE shall have delivered to CTI each of the documents required by Section 2.2(b) of this Agreement; (b) The Sellers shall have delivered to CTI the documents required by Section 2.2(c) of this Agreement; (c) The representations and warranties made by NICOYA of DCE and Sellers set out in this Agreement are shall be true and correct in all material respects at and as of the time of the Closing Date as if made on that date (except in any case that though such representations and warranties that expressly speak as of a specified date or time need only be true were made at and correct as of such specified date or time); (d) DCE shall have performed and complied in all material respects with all covenants, except where the failure of the representations conditions, obligations and warranties made agreements required by NICOYA in this Agreement to be true and correct would not, individually performed or in the aggregate, reasonably be expected to have a material adverse effect on the ability of XXXXXX to consummate the Transactions; provided that for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all “Material Adverse Effect” and other materiality or similar qualifications limiting the scope of such representations and warranties will be disregarded. (b) NICOYA shall have complied with or performed in all material respects the covenants and obligations that it is obligated to have complied with or performed at by DCE on or prior to the Closing pursuant to this Agreement except those covenants Date; (e) All consents, approvals, permits, authorizations and obligations orders required to be performed by XXXXXX on obtained from, and all registrations, filings and notices required to be made with or given to, any Governmental Authority or Person as provided herein shall have been obtained; (f) DCE shall have provided to CTI all the Closing Dateinformation required for CTI to file with the SEC a Schedule 14(f)-1 with respect to the change of control transactions described in this Agreement, which covenants and obligations XXXXXX shall have caused the Schedule 14(f)-1 to be committed and able mailed to perform at or each registered holder of its Common Stock not less than 10 days prior to the Closing.; (cg) XXXXXX has delivered or caused to be delivered CTI shall have completed a certificate executed on behalf of XXXXXX by an authorized officer of NICOYA certifying the satisfaction due diligence review of the conditions set forth business, operations, financial condition and prospects of DCE and shall have been satisfied with the results of its due diligence review in Sections 6.2(a) its sole and 6.2(b).absolute discretion; (dh) There has been no Material Adverse Effect on the business, condition or prospects of DCE until the Closing Date; (i) DCE shall be no material adverse change to XXXXXX’s business between the date have paid all of the Agreement costs and expenses of DCE associated with the Closingtransactions contemplated herein; (j) Holders of at least 80% of DCE Shares shall have become party to the Exchange; and (k) The outstanding shares of Common Stock of DCE prior to the Closing shall not exceed 17,731,116 shares.