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

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transaction herein contemplated at Closing are subject to and conditioned upon: (a) Subject to the provisions of Section 7.3 above, the written consents of the Commission evidencing its Final Approvals to the assignments of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to the Sellers; (b) The satisfaction at or before Closing in all material respects of all agreements, obligations and conditions of Buyer hereunder required to be performed or complied with by it at or before the Closing; (c) The material accuracy of the representations and warranties made by Buyer; (d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (e) The LMA shall have become effective in accordance with the terms and conditions thereof and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof; (f) The termination of the CRN Agreement; and. (g) Receipt of approval to the HSR Filing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transaction herein contemplated at Closing under this Agreement are subject to and conditioned uponthe satisfaction or waiver, at or prior to the Closing Date, of the following conditions, unless waived by the Sellers in writing: (a) Subject The Purchaser shall have performed and complied in all material respects with its obligations under this Agreement required to be performed by it at or prior to the provisions of Section 7.3 above, the written consents of the Commission evidencing its Final Approvals to the assignments of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to the Sellers;Closing Date. (b) The satisfaction at or before Closing representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects (except for representations and warranties qualified as to materiality, which shall be true in all respects), in each case as of all agreements, obligations the date of this Agreement and conditions at and as of Buyer hereunder required to be performed or complied with by it the Closing Date as if made at or before the Closing;and as of such date. (c) The material accuracy Sellers shall have received a certificate signed by an authorized officer of the representations Purchaser to the effect of Sections 6.3(a) and warranties made by Buyer;6.3(b). (d) There The Bankruptcy Court Approval shall have been obtained, shall contain the provisions set forth in Section 5.5(a) (other than clauses (v), (vi) and (xi) of Section 5.5(a), the inclusion of which in the Bankruptcy Court Approval shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining a condition to the consummation obligations of the transactions contemplated hereby; (e) The LMA Sellers hereunder), and no stay thereof shall have become effective be in accordance with the terms and conditions thereof and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof; (f) The termination of the CRN Agreement; andforce. (g) Receipt of approval to the HSR Filing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transaction herein contemplated at Closing are is subject to and conditioned uponsatisfaction, or, if permitted by Applicable Law, written waiver by the Sellers, of each of the following conditions: (a) Subject to the provisions of Section 7.3 above, the written consents all of the Commission evidencing its Final Approvals to the assignments representations and warranties of the Licenses to Buyer, provided Buyer in this Agreement shall be true and correct on and as of the Closing Date as though made at and as of that any such approval is without any conditions that are materially adverse to the Sellersdate; (b) The satisfaction at or before Closing the Buyer must have performed and complied in all material respects with all of all agreements, obligations its covenants and conditions of Buyer hereunder required agreements in this Agreement to be performed prior to or complied with at the Closing (other than payment in full of the Purchase Price (less the Deposit) pursuant to Section 1.3(b), which shall not be qualified by it at or before the Closingmateriality); (c) The material accuracy each of the representations following documents must have been duly executed and warranties made delivered to the Sellers and, if applicable, be dated as of the Closing Date (unless otherwise indicated) in form and substance reasonably satisfactory to the Sellers: (i) a certificate executed by an officer of the Buyer;, as applicable, confirming satisfaction of the conditions in subsections (a) and (b) above; and (ii) a mutual release among the Buyer, the Sellers and the Company, in the form of Exhibit B hereto; and (d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (e) The LMA Buyer shall have become effective delivered the Purchase Price, as provided in accordance with the terms and conditions thereof and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof; (f) The termination of the CRN Agreement; andSection 1.3. (g) Receipt of approval to the HSR Filing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transaction herein contemplated at Closing are shall be subject to and conditioned uponfulfillment prior to or at the Closing, of each of the following conditions, subject to the right of the Sellers to waive any such conditions: (a) Subject to the provisions of Section 7.3 above, the written consents The Company shall have paid all of the Commission evidencing its Final Approvals to the assignments costs and expenses of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to Company associated with the Sellersacquisition of the Sellers Shares by the Company; (b) As of the Closing, the Company shall have no assets and no liabilities whatsoever, contingent or otherwise; (c) The satisfaction shares of the Company's Common Stock shall continue to be traded on the Over-the-Counter Bulletin Board, and the Company shall not have received any notification (either oral or written) materially adversely effecting such status; (d) Each of the representations and warranties of the Company contained herein shall be true and correct at the time of the Closing Date as if such representations and warranties were made at such time; (e) The Company shall have performed or before Closing in all material respects of complied with all agreements, obligations terms and conditions of Buyer hereunder required by this Agreement to be performed or complied with by it prior to or at or before the time of the Closing; (c) The material accuracy of the representations and warranties made by Buyer; (d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (e) The LMA shall have become effective in accordance with the terms and conditions thereof and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof; (f) The termination Sellers shall be fully satisfied in the exercise of their sole discretion with the results of the CRN Agreement; and.investigation and review it conducts (or its representatives conduct), prior to the Closing Date, of the business, properties and/or affairs of the Company; (g) Receipt of approval to the HSR FilingThe Company shall have complied with Rule 14(f)(1).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transaction herein contemplated at Closing are subject to and conditioned upon: (a) Subject to the provisions of Section 7.3 above, the written consents consent of the Commission evidencing its Final Approvals Approval to the assignments assignment of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to the Sellers; (b) The satisfaction at or before Closing in all material respects of all agreements, obligations and conditions of Buyer hereunder required to be performed or complied with by it at or before the Closing; (c) The material accuracy of the representations and warranties made by Buyer; (d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (e) The LMA TBA shall have become effective in accordance with the terms and conditions thereof and, from and after the date the LMA TBA first becomes effective through and including the Closing Date, the LMA TBA shall have not been terminated due to the Buyer's breach thereof; (f) The termination approval of the CRN AgreementCBC's shareholders; and. (g) Receipt Buyers shall have complied with each and every one of approval to the HSR Filingits obligations set forth in Section 8.3.

Conditions to Obligations of the Sellers. The obligations obligation of each Seller to effect the sale of the Sellers to consummate the transaction herein Purchased Assets contemplated at Closing are by this Agreement shall be subject to and conditioned uponthe fulfillment at or prior to the Closing Date of the following additional conditions: (a) Subject the Buyer shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by the Buyer on or prior to the provisions of Section 7.3 above, Closing Date and the written consents representations and warranties of the Commission evidencing its Final Approvals Buyer which are set forth in this Agreement (without regard as to any qualifications therein as to materiality) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except to the assignments of the Licenses to Buyer, provided extent that any such approval is without any conditions that are materially adverse to representation or warranty speaks as of a particular date) as though made at and as of the SellersClosing Date; (b) The satisfaction at or before Closing in all material respects of all agreements, obligations and conditions of Buyer hereunder required each Seller shall have received the other items to be performed or complied with by delivered to it at or before the Closing;pursuant to Section 4.3; and (c) The material accuracy of the representations and warranties made by Buyer; (d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (e) The LMA Escrow Agent shall have become effective simultaneously with the Closing released the Purchase Price in accordance with the terms and conditions thereof and, from and after Escrow Agreement in accordance with Section 3.2. Any condition specified in this Section 7.3 may be waived by the date the LMA first becomes Sellers; provided that no such waiver shall be effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof; (f) The termination of the CRN Agreement; andagainst any Seller unless it is set forth in writing executed by such Seller. (g) Receipt of approval to the HSR Filing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transaction herein contemplated at transactions to be performed by them in connection with the Closing are is subject to and conditioned uponsatisfaction of the following conditions: (ai) Subject to the provisions of Section 7.3 above, the written consents of the Commission evidencing its Final Approvals to the assignments of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to the Sellers; (brepresentations and warranties set forth in SECTION 3(B) The satisfaction at or before Closing above shall be true and correct in all material respects at and as of all agreements, obligations the Closing Date; (ii) Buyer shall have performed and conditions of Buyer hereunder required to be performed or complied with by it at or before all of its covenants hereunder in all material respects through the Closing; (ciii) The material accuracy no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency within the jurisdiction of the representations and warranties made by Buyer; (d) There shall not be in effect any Governmental Authority wherein an unfavorable judgment, order, injunction decree, stipulation, injunction, or decree charge would (A) prevent consummation of any court of competent jurisdiction enjoining the consummation of the transactions contemplated herebyby this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (eiv) The LMA Buyer shall have become effective executed and delivered to each Key Employee an employment agreement in accordance with the terms form and conditions thereof substance attached hereto as Exhibit B; and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA (v) Buyer shall have not been terminated due delivered to the Buyer's breach thereof; Sellers a certificate (fwithout qualification as to knowledge or materiality or otherwise) The termination to the effect that each of the CRN Agreement; and. (gconditions specified above in SECTION 7(B)(I)-(III) Receipt of approval is satisfied in all respects. Sellers may waive any condition specified in this SECTION 7(B) if they execute a writing so stating at or prior to the HSR FilingClosing.

Conditions to Obligations of the Sellers. The obligations of the Sellers and CRNY to consummate the transaction herein contemplated at Closing are subject to and conditioned upon: (a) Subject to the provisions of Section 7.3 above, the The written consents of the Commission evidencing its Final Approvals to the assignments and transfer of control of the Licenses to BuyerBuyer with any condition with respect to the grant of a pending renewal application having been satisfied, provided that any such approval is without any conditions that are materially adverse to the Sellers; (b) The satisfaction at or before Closing in all material respects of all agreements, obligations and conditions of Buyer hereunder required to be performed or complied with by it at or before the Closing; (c) The material accuracy of the representations and warranties made by Buyer; (d) There No Seller, CRNY or Buyer shall not be in effect subject to any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (e) The LMA Buyer shall have become effective in accordance complied with the terms each and conditions thereof every one of its obligations under Section 11.3; and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof; (f) The termination of the CRN Agreement; andtransaction contemplated hereby shall have been approved by CBC's shareholders. (g) Receipt of approval to the HSR Filing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transaction herein sale of the Shares and the Purchased Assets contemplated at Closing are by this Agreement shall be subject to and conditioned uponthe fulfillment at or prior to the Closing Date of the following additional conditions: (a) Subject the Buyer Parties shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by the Buyer Parties on or prior to the provisions of Section 7.3 above, Closing Date and the written consents representations and warranties of the Commission evidencing its Final Approvals Buyer Parties which are set forth in this Agreement (without regard to any qualifications therein as to materiality) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except to the assignments of the Licenses to Buyer, provided extent that any such approval is without any conditions that are materially adverse to representation or warranty speaks as of a particular date) as though made at and as of the SellersClosing Date; (b) The satisfaction at or before the Sellers shall have received a certificate from an authorized officer of the Buyer, dated as of the Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth in all material respects of all agreements, obligations and conditions of Buyer hereunder required to be performed or complied with by it at or before the Closing;Section 8.3(a) have been satisfied; and (c) The material accuracy of the representations and warranties made by Buyer; (d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (e) The LMA Sellers shall have become received the other items to be delivered to it pursuant to Section 4.3. Any condition specified in this Section 8.3 may be waived by the Sellers; provided that no such waiver shall be effective against the Sellers unless it is set forth in accordance with a writing executed by the terms and conditions thereof and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof; (f) The termination of the CRN Agreement; andSellers. (g) Receipt of approval to the HSR Filing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transaction herein transactions contemplated at Closing are by this Agreement is subject to and conditioned uponthe satisfaction (or the waiver by Thomson Learning as the agent for all of the Sellers) of the following additional conditions: (a) Subject to the provisions representations and warranties of SkillSoft PLC set forth in the first and second sentences of Section 7.3 above3.1 and in Sections 3.2 and 3.5 and any representations and warranties of SkillSoft PLC set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, the written consents and all other representations and warranties of SkillSoft PLC set forth in this Agreement shall be true and correct in all material respects, in each case as of the Commission evidencing its Final Approvals to the assignments date of this Agreement and as of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to Closing as though made as of the SellersClosing; (b) The satisfaction at the Buyers shall have performed or before Closing complied in all material respects of all agreements, obligations with its agreements and conditions of Buyer hereunder covenants required to be performed or complied with by it at under this Agreement as of or before prior to the Closing; (c) The material accuracy no Legal Proceeding shall be pending that would reasonably be expected to result in an unfavorable judgment, order, decree, stipulation or injunction that would (i) prevent consummation of the representations and warranties made transactions contemplated by Buyerthis Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (d) There the Buyers shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining have delivered to the consummation of Sellers the transactions contemplated hereby;Buyer Certificate; and (e) The LMA the Buyers shall have become effective in accordance with the terms executed and conditions thereof and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due delivered to the Buyer's breach thereof; (f) The termination Sellers a counterpart of each of the CRN Agreement; andAncillary Agreements. (g) Receipt of approval to the HSR Filing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transaction herein sale of the Shares and the Purchased Assets contemplated at Closing are by this Agreement shall be subject to and conditioned upon: the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Subject to the provisions of Section 7.3 above, the written consents of the Commission evidencing its Final Approvals to the assignments of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to the Sellers; (b) The satisfaction at or before Closing Buyer Parties shall have performed and complied in all material respects of all agreements, obligations and conditions of Buyer hereunder with the covenants contained in this Agreement which are required to be performed or and complied with by it at the Buyer Parties on or before prior to the Closing; (c) The material accuracy of Closing Date and the representations and warranties made by Buyer; (d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; Buyer Parties which are set forth in this Agreement (ewithout regard to any qualifications therein as to materiality) The LMA shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though made at and as of the Closing Date; (b) the Sellers shall have become effective in accordance with received a certificate from an authorized officer of the terms and conditions thereof andBuyer, from and after the date the LMA first becomes effective through and including dated as of the Closing Date, to the LMA effect that, to the best of such officer's knowledge, the conditions set forth in Section 8.3(a) have been satisfied; and (c) the Sellers shall have not been terminated due received the other items to be delivered to it pursuant to Section 4.3. Any condition specified in this Section 8.3 may be waived by the Buyer's breach thereof; (f) The termination of Sellers; provided that no such waiver shall be effective against the CRN Agreement; andSellers unless it is set forth in a writing executed by the Sellers. (g) Receipt of approval to the HSR Filing.