Common use of Conditions to the Purchasers’ Obligations at Closing Clause in Contracts

Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement in connection with the Closing shall be subject to the satisfaction or waiver by the Purchaser, at or prior to the Closing, of each of the following conditions. (a) Each of the representations and warranties concerning the Company set forth in Article II and of each of the Stockholders set forth in Article III shall have been true and correct when made and shall be true and correct as of the Closing. (b) Each of the covenants set forth in this Agreement to be complied with by the Company and the Stockholders on or before the Closing shall have been performed and complied with in all material respects. (c) The Company and the Stockholders, as applicable, shall have received each of the consents, waivers, approvals, authorizations, orders, permits, declarations of, made each of the filings and registrations with, caused each of the actions to be taken by, and provided each of the notifications to, Governmental Authorities and other Persons required in connection with consummation of the Closing, in each case in form and substance reasonably satisfactory to the Purchaser. (d) The Senior Debt shall have been paid or otherwise satisfied in full as evidenced to the Purchaser’s reasonable satisfaction and there shall have been released, to the reasonable satisfaction of the Purchaser, all Liens: (i) on the Purchased Assets; and (ii) securing the Senior Debt. (e) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or issued any Order (whether temporary, preliminary or permanent) that is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions. (f) No Material Adverse Effect shall have occurred since the date of the 2007 Financial Statements. (g) Each of the items set forth in Section 1.8(a) shall have been delivered to the Purchaser. (h) The Purchaser and the Company shall have completed the Joint Inventory Determination.

Conditions to the Purchasers’ Obligations at Closing. The obligations obligation of the each Purchaser to consummate the transactions contemplated by this Agreement in connection with the purchase Notes at a Closing shall be is subject to the satisfaction fulfillment, on or waiver by the Purchaser, at or prior to the before such Closing, of each of the following conditions., unless otherwise waived by such Purchaser: (aA) Each of the representations and warranties concerning of the Company set forth contained in Article II and of each of the Stockholders set forth in Article III shall have been true and correct when made and Section 5 shall be true on and correct as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.; (bB) Each of the covenants set forth Company shall have performed under and complied in all material respects with each agreement, covenant and obligation required by this Agreement to be so performed by or complied with by the Company and the Stockholders on or before the Closing shall have been performed and complied with in all material respects.such Closing; (cC) The Company and the Stockholders, as applicable, shall have received each non-occurrence of any event having a Material Adverse Effect; (D) the obtaining of all third party consents, waivers, approvals, authorizations, orders, permits, declarations of, made each of approvals and waivers required for the filings and registrations with, caused each of the actions Company to be taken by, and provided each of the notifications to, Governmental Authorities and other Persons required in connection with consummation of the Closing, in each case in form and substance reasonably satisfactory to the Purchaser. (d) The Senior Debt shall have been paid or otherwise satisfied in full as evidenced to the Purchaser’s reasonable satisfaction and there shall have been released, to the reasonable satisfaction of the Purchaser, all Liens: (i) on the Purchased Assets; and (ii) securing the Senior Debt. (e) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or issued any Order (whether temporary, preliminary or permanent) that is in effect and has the effect of making consummate the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions.Agreement; (fE) No Material Adverse Effect shall have occurred since compliance by the date Company with all applicable federal and state securities laws; (F) completion of all required and/or appropriate state and local filings required to be made by the Company for the issuance and delivery of the 2007 Financial Statements.Notes and the Conversion Shares; (gG) Each a legal opinion of counsel to the items set forth Company in Section 1.8(a) a form reasonably satisfactory to the Purchasers shall have been delivered to the Purchaser.Purchasers; (hH) The Purchaser and the definitive agreements providing for the Gosling's Investment shall have been executed by the parties thereto and, with respect to the Initial Closing, on terms reasonably satisfactory to the Purchasers; (I) the Company shall have completed issued and sold for cash consideration at least US $6,889,578 of the Joint Inventory DeterminationSeries C Preferred prior to the Initial Closing and at least an additional US $610,422 of the Series C Preferred within forty five (45) days from the Initial Closing; and (J) no default or Event of Default under the Notes shall have occurred and be continuing or would arise as a result of the sale of the Notes at such Closing.

Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to consummate effect the transactions contemplated by Closing of the Equity Transfer and pay the Purchase Price to the Seller pursuant to Clause 2.3 of this Agreement in connection with the Closing shall be are subject to the satisfaction or waiver by the Purchaser, at or prior to the Closing, of each of the following conditions., unless otherwise expressly waived by the Purchaser: (a) Each of all the representations and warranties concerning of the Company Seller set forth in Article II and of each of the Stockholders set forth in Article III shall have been true and correct when made and Clause 3 shall be true and correct in all material respects as of the Closing.date hereof and as of the Closing Date; (b) Each the covenants and agreements of the covenants set forth in this Agreement Seller to be performed or complied with by the Company and the Stockholders on or before the Closing Date in accordance with this Agreement shall have been performed and or complied with in all material respects.; (c) The Company and the Stockholders, as applicable, no injunction or other judgment issued by any court of competent jurisdiction shall have received each of been entered and remain in effect which prevents the consents, waivers, approvals, authorizations, orders, permits, declarations of, made each of the filings and registrations with, caused each of the actions to be taken by, and provided each of the notifications to, Governmental Authorities and other Persons required in connection with consummation of the Closing, in each case in form and substance reasonably satisfactory to the Purchaser.Equity Transfer; (d) The Senior Debt shall have any and all approvals, consents, authorizations, waiver, registrations and permissions necessary for the transactions contemplated herein having been paid or otherwise satisfied duly obtained according to the requirements of applicable PRC laws and regulations and such approvals, consents, authorizations, waiver, registrations and permissions remaining in full as evidenced to force and effect; such approvals, consents, authorizations, waiver, registrations and permissions including without limitation the Purchaser’s reasonable satisfaction and there shall have been released, to the reasonable satisfaction New Business License of the Purchaser, all Liens: (i) on the Purchased Assets; and (ii) securing the Senior Debt.Company; (e) No Governmental Entity shall have since the date hereof, no governmental authority of either China or the United States of America has enacted, issued, promulgated, enforced or entered into any Law or issued any Order law (whether temporary, preliminary or permanent) that is has material adverse impact on the Purchaser or Hyster-Yale or their strategic exports and imports, operations and sales plan currently in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions.place; (f) No Material Adverse Effect shall have occurred since all third party consents required for the date consummation of the 2007 Financial Statements.Equity Transfer have been obtained, including the written approval from partnering banks of the Purchaser committing to provide financing for this Equity Transfer; (g) Each all related-party and third-party guarantees provided by the Company for the benefit of the items set forth in Section 1.8(a) shall Seller, KNSN, their shareholders and Affiliates and other persons and entities have been delivered cleared and removed pursuant to terms and conditions under the Purchaser.0000 XXX; (h) The Xx. Xx will remain as a non-executive director on the Board until the earlier of (a) the Seller ceases to hold any equity interest in the Company, or (b) the Seller is no longer majority owned by its parent company Y-C Investment Holding International Co,. Limited and Y-C Investment Holding International Co., Limited is not majority owned by Xx. Xx; (i) payment schedule of the Second Escrow Payment as defined under the 2017 ETA remains unchanged; (j) the Seller, the Purchaser and the Company relevant parties shall have completed executed all of the Joint Inventory DeterminationTransaction Documents; (k) payment schedule of the Incentive Compensation as defined under the Incentive Agreement remains unchanged; and (l) the Seller’s consent in a written form to waive its rights to subscribe pro rata in any future increase of registered capital of the Company before the Call Option is exercised pursuant to Clause 5.7.

Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement in connection with purchase New Units at the Closing shall be are subject to the satisfaction fulfillment, on or waiver by the Purchaser, at or prior to before the Closing, of each of the following conditions., unless otherwise waived: (a) Each of the The representations and warranties concerning of the Company set forth contained in Article II and of each of the Stockholders set forth in Article III shall have been true and correct when made and 4 shall be true and correct in all respects as of the Closing.; (b) Each of the covenants set forth The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company and the Stockholders on or before the Closing shall have been performed and complied with in all material respects.Closing; (c) The Company and the Stockholders, as applicable, shall have received each An officer of the consents, waivers, approvals, Company shall deliver to the Purchaser at the Closing a certificate certifying that the conditions specified in Sections 6.1(a) and 6.1(b) have been fulfilled; (d) All authorizations, orders, approvals or permits, declarations ofif any, made each of the filings and registrations with, caused each of the actions to be taken by, and provided each of the notifications to, any Governmental Authorities and other Persons Body that are required in connection with consummation the lawful issuance and sale of the New Units pursuant to this Agreement shall be obtained and effective as of the Closing; (e) As of the Closing, the authorized size of the Board of Managers shall be three (3), and the Board shall be comprised of Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx and Xxxxx-Xxxxxx Xxxxxxx; (f) The Company and FBG shall have executed and delivered the Amended LLC Agreement to the Purchaser; (g) The Company and all Affiliates of the Company Group that are not members of the Company Group shall have executed and delivered to the Purchaser the Omnibus License Agreement, under which such Affiliates grant the Company Group a license to any properties, assets and rights that (i) they currently own or control or that they may own or control in each case the future and (ii) are used or may be used in connection with the business of the Company Group (the “Omnibus License Agreement”); (h) The Company shall have delivered to the Purchaser evidence, in form and substance reasonably satisfactory to the Purchaser., that employees of the Company Group who do not provide services primarily to the Company Group (including, without limitations, employees of the Company Group who provide services primarily to FBG) have been transferred out of the Company Group prior to Closing and are no longer employees of any member of the Company Group as of Closing; (di) The Senior Debt Company and FBG shall have been paid or otherwise satisfied executed and delivered the intercompany fee sharing agreement, in full as evidenced form and substance reasonably satisfactory to the Purchaser’s reasonable satisfaction and there shall have been released, to the reasonable satisfaction of Purchaser (the “Intercompany Services Agreement”); (j) The Company and FBG shall have executed and delivered an agreement to settle the Company’s aged and non-trade intercompany balances, in form and substance reasonably satisfactory to the Purchaser, all Liens: to the Purchaser; (k) An Officer of the Company shall have delivered to the Purchaser at the Closing a certificate certifying (i) on the Purchased Assets; Certificate of Formation and Amended LLC Agreement of the Company as in effect at the Closing and (ii) securing resolutions of the Senior Debt. (e) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or issued any Order (whether temporary, preliminary or permanent) that is in effect Sole Member and has Manager of the effect of making Company approving this Agreement and the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions.thereby; (fl) No Material Adverse Effect The Company shall have occurred since delivered Fast Acquisition Corp. II’s written consent to the date of transactions contemplated herein to the 2007 Financial Statements.Purchaser; and (gm) Each of All corporate and other proceedings in connection with the items set forth transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in Section 1.8(aform and substance to the Purchaser, and the Purchaser (or its counsel) shall have been delivered to the Purchaserreceived all such counterpart original and certified or other copies of such documents as reasonably requested. (h) The Purchaser and the Company shall have completed the Joint Inventory Determination.

Conditions to the Purchasers’ Obligations at Closing. The obligations obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement in connection with Note at the Closing shall be is subject to the satisfaction fulfillment, on or waiver by the Purchaser, at or prior to before the Closing, of each of the following conditions.conditions unless otherwise waived by the Purchaser, in its sole discretion: (ai) Each of the representations and warranties concerning of the Company set forth in Article II and of each of 4, other than the Stockholders set forth in Article III Company Fundamental Representations (as defined herein), shall have been be true and correct when made in all material respects as of the Closing; and the Company Fundamental Representations shall be true and correct as of the Closing.; (bii) Each of the covenants set forth in this Agreement to be complied with by the Company and the Stockholders on or before the Closing shall have been performed complied with, and complied with performed, in all material respects., all obligations, covenants, conditions and agreements herein required to be performed or observed by it on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser evidence satisfactory to the Purchaser, acting reasonably, showing that (A) the number of directors comprising the Company’s board of directors (the “Board”) shall have been increased to seven (7) members, (B) that Xxxxxxxxxxx Xxxxxxxx, Xxxx Xxxx and Xxxx Xxxxxxxxxx have been appointed to the Board as contemplated in the Investor Rights Agreement, effective immediately upon Closing; and (C) the directors’ and officers’ insurance policy of the Company remains in full force and effect and the persons listed in (B) are covered thereby; (iv) the Company shall have executed and delivered the Investor Rights Agreement; (v) the Common Shares shall have been delisted from the Toronto Stock Exchange (the “TSX”) and shall have been listed on the Canadian Securities Exchange (the “CSE”); (vi) except for any notices required or permitted to be filed after Closing, all Company Required Approvals (as defined below) required to be obtained prior to Closing, shall have been obtained; (vii) the Company shall have delivered to the Purchaser a certificate of status of the Company under the Business Corporations Act (Ontario); (viii) there shall be no Order (as defined below) that would, or would be reasonably expected to, (a) cease trade, enjoin, prohibit or impose materially adverse limitations or conditions on the Purchaser’s ability to acquire, hold or exercise full rights of ownership over the Note and/or the Conversion Shares (as defined in the Note), as and when issued in accordance with the terms of the Loan Documents, including the right to vote the Conversion Shares; (b) impose materially adverse terms or conditions on completion of the transactions contemplated hereby or on the ownership by the Purchaser of the Note or the Conversion Shares, as and when issued in accordance with the terms of the Loan Documents, or compel the Purchaser to dispose of or hold separate any material portion of the business or assets of the Purchaser, any of its Affiliates (as defined below) or the Company or any of its subsidiaries (taken on a consolidated basis) as a result of the transactions contemplated hereby; or (c) The Company and prevent the Stockholders, as applicable, shall have received each of the consents, waivers, approvals, authorizations, orders, permits, declarations of, made each of the filings and registrations with, caused each of the actions to be taken by, and provided each of the notifications to, Governmental Authorities and other Persons required in connection with consummation of the Closingtransactions contemplated hereby, in each case or if the transaction is consummated, have a Material Adverse Effect; and (ix) the Company shall have delivered to the Purchaser a certificate signed by a duly appointed officer of the Company, in form and substance reasonably satisfactory to the Purchaser. , acting reasonably, certifying (da) The Senior Debt shall have been paid or otherwise satisfied in full as evidenced to the Purchaser’s reasonable satisfaction articles of incorporation (the “Articles”) and there shall have been released, to by-laws (the reasonable satisfaction “By-laws”) of the Purchaser, all Liens: (i) on the Purchased Assets; and (ii) securing the Senior Debt. (e) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or issued any Order (whether temporary, preliminary or permanent) that is Company in effect as of the date hereof, (b) resolutions of the Board approving the Loan Documents, and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions. thereby, and (fc) No Material Adverse Effect shall have occurred since the date that each of the 2007 Financial Statements. (gconditions stated in Section 3.3(a)(i) Each and Section 3.3(a)(ii) have been satisfied as of the items set forth in Section 1.8(a) shall have been delivered to the PurchaserClosing. (h) The Purchaser and the Company shall have completed the Joint Inventory Determination.