Common use of Conditions to Obligations of the Parties Clause in Contracts

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXX, 2050 MOTORS and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS Shareholders listed in Exhibit A and ZXXXXXXXX in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS Shareholders listed in Exhibit A, 2050 MOTORS and ZXXXXXXXX shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXXMach One, 2050 MOTORS Pacific Rim and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS Pacific Rim Shareholders listed in Exhibit A and ZXXXXXXXX Mach One in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS Pacific Rim Shareholders listed in Exhibit A, 2050 MOTORS A and ZXXXXXXXX Mach One shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXXMACH ONE, 2050 MOTORS CERES and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS CERES Shareholders listed in Exhibit A and ZXXXXXXXX MACH ONE in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS CERES Shareholders listed in Exhibit A, 2050 MOTORS Ceres and ZXXXXXXXX MACH ONE shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXXGEII, 2050 MOTORS GEP and those Shareholders listed in Exhibit A under this Agreement the Stockholder shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS Shareholders listed in Exhibit A the GEP Stockholder and ZXXXXXXXX GEII in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS Shareholders listed in Exhibit A, 2050 MOTORS GEP Stockholder and ZXXXXXXXX GEII shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXX, 2050 MOTORS Flooring Zone and those Shareholders listed in Exhibit A Cxxxxxx under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS Shareholders listed in Exhibit A Flooring Zone and ZXXXXXXXX Cxxxxxx in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS Shareholders listed in Exhibit A, 2050 MOTORS Flooring Zone and ZXXXXXXXX Cxxxxxx shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXXEMPS RESEARCH, 2050 MOTORS CONDESA and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS CONDESA Shareholders listed in Exhibit A and ZXXXXXXXX EMPS RESEARCH in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS CONDESA Shareholders listed in Exhibit A, 2050 MOTORS A and ZXXXXXXXX EMPS RESEARCH shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXX, 2050 MOTORS Capsalus and those Shareholders listed in Exhibit A under this Agreement the Seller shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS Shareholders listed in Exhibit A the Seller and ZXXXXXXXX Capsalus in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS Shareholders listed in Exhibit Athe Seller, 2050 MOTORS the Company and ZXXXXXXXX Capsalus shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXXARROW CARS INTERNATIONAL INC, 2050 MOTORS and those Shareholders listed in Exhibit A under this Agreement AC AND THE STOCKHOLDERS shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS Shareholders listed in Exhibit A the AC STOCKHOLDERS and ZXXXXXXXX in ACI INCin this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS Shareholders listed in Exhibit A, 2050 MOTORS AC STOCKHOLDERS and ZXXXXXXXX ACI INC shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXXFZON, 2050 MOTORS PROFIRE and those the PROFIRE Shareholders listed in Exhibit A B under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS the PROFIRE, the PROFIRE Shareholders listed in Exhibit A B and ZXXXXXXXX FZON in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS PROFIRE, the PROFIRE Shareholders listed in Exhibit A, 2050 MOTORS B and ZXXXXXXXX FZON shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of ZXXXXXXXX, 2050 MOTORS ESSXSPORT and those MBH Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by 2050 MOTORS MBH Shareholders listed in Exhibit A and ZXXXXXXXX ESSXSPORT in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) 2050 MOTORS MBH Shareholders listed in Exhibit A, 2050 MOTORS A and ZXXXXXXXX ESSXSPORT shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.