Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligations of each Co-Investor and the Company to consummate the subscription and issuance of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the consummation of the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and the Closing shall occur concurrently with the Investment Closing.

Mutual Conditions. The respective obligations obligation of the Buyer and each Co-Investor and of the Company Sellers to consummate the subscription purchase and issuance and sale of the Shares Purchased Units shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no Law shall have been enacted order, decree or promulgated, and no action shall have been taken, by injunction of any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted enacted or be effectiveadopted, in each case that prohibitsenjoins, enjoins prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreementthe parties hereto or their Affiliates shall have been made or obtained; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) Buyer and Hydrocarbon shall have been satisfied or waived, and concurrently closed the Closing shall occur concurrently with the Investment ClosingMerger.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to consummate the subscription issuance and issuance sale and the purchase of the Shares Units shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) the Company and the Purchaser shall have entered into and shall have executed the Registration Rights Agreement; (b) the Company shall have received payment for and delivered the Initial Securities, as defined in the Underwriting Agreement; (c) no Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (bd) No outstanding judgmentthere shall not be pending any suit, injunction, order action or decree of a competent proceeding by any Governmental Authority shall have been entered or any person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (e) all other consents, authorizations, waivers, orders and shall continue to be approvals of, notices to, filings or registrations with and the expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are required for or in effect, connection with the execution and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal delivery by the parties of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied obtained or waivedmade, in form and substance reasonably satisfactory to each of the parties, and the Closing shall occur concurrently with the Investment Closingbe in full force and effect.

Mutual Conditions. The respective obligations of each Co-Investor and the Company and each Purchaser to consummate the subscription purchase and issuance sale of the Shares Purchased Units at the Closing, as well as all obligations of NEP at or after the Closing pursuant to this Agreement, shall be subject to the satisfaction satisfaction, on or prior to the Investment Closing Date Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) all Governmental Authorizations set forth in Schedule E hereto shall have occurred or been filed or obtained and shall be in full force and effect; (b) all of the conditions to the consummation of the purchase of the Acquired Assets in accordance with the terms of the Asset Purchase Agreement shall have been satisfied or, subject to Section 5.05(a), waived by the parties thereto in accordance with the terms thereof, and the closing of the Asset Purchase Agreement shall have occurred prior to the Closing hereunder in accordance with the terms thereof and Section 2.01; (c) all Acquired Asset Tax Equity Interests shall have been repurchased or redeemed; (d) no Law statute, rule, order, decree, or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;; and (be) No outstanding judgmentthere shall not be pending any suit, injunctionaction, order or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin, or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and the Closing shall occur concurrently with the Investment Closing.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to consummate the subscription issuance and issuance sale and the purchase of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) the Company and the Purchaser, shall have entered into and shall have executed a registration rights agreement with respect to the Shares in the form attached hereto as Schedule D (the "Registration Rights Agreement"); (b) no Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any federal, state, local or foreign political subdivision, court, administrative agency, board, bureau, commission or department or other governmental authority or instrumentality (each, a "Governmental Authority of competent jurisdiction that Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (bc) No outstanding judgmentthere shall not be pending any suit, injunction, order action or decree of a competent proceeding by ally Governmental Authority shall have been entered and shall continue or any person seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are required -for or in Article VIII connection with the execution and delivery by the parties of this Agreement and the Merger consummation the transactions contemplated by this Agreement (the (“Merger Closing Conditions”) shall have been satisfied obtained or waivedmade, in form-and substance reasonably satisfactory to each of the parties, and the Closing shall occur concurrently with the Investment Closingbe in full force and effect.

Mutual Conditions. The respective obligations of each Co-Investor and party to this Agreement to effect the Company to consummate the subscription and issuance of the Shares transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a party on behalf of itself in writing, in whole or in part, to both the extent permitted by applicable Law):Shareholder Representative and the Buyer: (a) no Law shall have been enacted No order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect or known by any party to be threatened to be imposed. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending or known by any party to be threatened to be imposed. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or known by any party to be threatened to be imposed; (b) All Governmental Approvals required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) No material amendment, modification Clients who have Advisory Agreements with the Company or waiver Optima included in Company Accounts representing an aggregate of a material right under at least $700,000,000 shall have Consented to the Merger Agreement has occurred; andassignment of their respective Advisory Agreements to the Buyer in accordance with Section 6.2 or shall have entered into new Advisory Agreements with the Buyer. (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) Private Placement shall have been satisfied or waived, and completed. (e) The License Agreement shall have been executed by the Closing shall occur concurrently with the Investment ClosingParties.

Mutual Conditions. The respective obligations of each Co-Investor NEC Corporation and the Company Purchaser to consummate the subscription and issuance of the Shares transactions contemplated by this Agreement shall be subject to the satisfaction on or waiver at or prior to the Investment Closing Date of each of the following conditions (conditions, any or and all of which may be waived by a party on behalf of itself in writingwaived, in whole or in part, by Purchaser, and NEC Corporation, as applicable, to the extent permitted by applicable Law):law: (ai) no Law all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act or equivalent anti-trust or competition laws of any applicable jurisdictions (collectively, the “Competition Laws”) shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins expired or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegalbeen terminated; (bii) No outstanding judgmentany and all consents (including all governmental or regulatory consents, injunctionapprovals or authorizations required in connection with the valid execution, order delivery and performance of this Agreement), notices, permits, waivers, filings, necessary or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the appropriate for consummation of the transactions contemplated by this Agreement, shall have been obtained and/or made from or with the Governmental Bodies having competent jurisdiction; (ciii) No material amendmentno action, modification suit, or waiver proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of a material any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement and the other Transaction Documents, (B) cause any of the transactions contemplated by this Agreement and the other Transaction Documents to be rescinded following consummation, (C) adversely affect the right under of Purchaser to own the Merger Agreement has occurredOwned Common Shares or Owned Preferred Shares, or (D) adversely affect the right of the Company or any of its Subsidiaries to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (div) The conditions set forth in Article VIII the closing of the Merger Agreement (the (“Merger Closing Conditions”) EMD Transaction shall have been satisfied or waived, and occurred prior to the Closing shall occur concurrently with the Investment Closing.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to consummate the subscription issuance and issuance sale and the purchase of the Shares Units shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) no Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (b) No outstanding judgmentthere shall not be pending any suit, injunction, order action or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue or any person seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver written confirmation from the Company’s senior lenders affirming their consent to the amendments of a material right under the Merger Loan Facilities described in the Omnibus Loan Supplemental Agreement has occurredand the Omnibus Note Supplemental Agreement; and (d) The conditions set forth all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are required for or in Article VIII connection with the execution and delivery by the parties of this Agreement and the consummation of the Merger transactions contemplated by this Agreement (the (“Merger Closing Conditions”) shall have been satisfied obtained or waivedmade, in form and substance reasonably satisfactory to each of the parties, and the Closing shall occur concurrently with the Investment Closingbe in full force and effect.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to consummate the subscription issuance and issuance sale and the purchase of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) no Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any federal, state, local or foreign political subdivision, court, administrative agency, board, bureau, commission or department or other governmental authority or instrumentality (each, a "Governmental Authority of competent jurisdiction that Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (b) No outstanding judgmentthere shall not be pending any suit, injunction, order action or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue or any person seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurredLenders shall have agreed to restructure the Credit Facility on terms satisfactory to the Company; and (d) The conditions set forth all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are required for or in Article VIII connection with the execution and delivery by the parties of this Agreement and the Merger consummation the transactions contemplated by this Agreement (the (“Merger Closing Conditions”) shall have been satisfied obtained or waivedmade, in form and substance reasonably satisfactory to each of the parties, and the Closing shall occur concurrently with the Investment Closingbe in full force and effect.

Mutual Conditions. The respective obligations of each Co-Investor and party to this ----------------- Agreement to effect the Company to consummate the subscription and issuance of the Shares Merger shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a party both the Company and the Shareholder, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) no Law shall have been enacted No order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (b) All consents, waivers, authorizations and approvals required from all Governmental Authorities to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; (c) No material amendmentThe Stockholders' Agreement shall have been executed by Buyer, modification or waiver the shareholders of a material right under Buyer, investors in the Merger Agreement has occurredEnvestNet Financing and the Shareholder; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) Services Agreements shall have been satisfied or waived, executed by Buyer and the Closing shall occur concurrently with the Investment ClosingShareholder.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to consummate the subscription purchase and issuance sale of the Purchased Shares at the Closing shall be subject to the satisfaction satisfaction, on or prior to the Investment first Closing Date Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) the Company Subsidiary Investment shall have occurred; (ii) the Required Stockholder Approval (if applicable) shall have been obtained; (iii) no Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (biv) No outstanding judgmentthere shall not be pending, injunctionor to a party’s knowledge, order threatened, any suit, action or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (dv) The conditions set forth in Article VIII all registrations and filings with, or consents and approvals of any Person, including any Governmental Authority, required for the Merger transactions contemplated under this Agreement (including those required under the (“Merger Closing Conditions”) HSR Act, if any, and those required or warranted under CFIUS Laws, if any), except consents and approvals by Governmental Authorities that are customarily obtained after Closing, shall have been satisfied made or waivedgranted, and or the Closing necessary waiting period shall occur concurrently with the Investment Closinghave expired, or early termination thereof shall have been granted.

Mutual Conditions. The respective obligations of each Co-Investor and party to this Agreement to effect the Company to consummate the subscription and issuance of the Shares Acquisition shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a party each of the Company and Seller, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) no Law shall have been enacted No order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect. No proceeding by any Governmental Authority or other Person shall be pending or threatened which questions the validity or legality of, or which seeks to restrain or prohibit, the transactions contemplated hereby or which could reasonably be expected to result in the imposition of material damages or penalties upon any party hereto if such transactions are consummated. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (cb) No material amendmentAll consents, modification waivers, authorizations and approvals required from all Governmental Authorities to consummate the transactions contemplated hereby, without the imposition of conditions or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) requirements shall have been satisfied obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or waivedterminated; and (c) In respect of the notifications of the parties hereto pursuant to the HSR Act, the applicable waiting period and the Closing any extensions thereof shall occur concurrently with the Investment Closinghave expired or terminated.

Mutual Conditions. The respective obligations obligation of each Co-Investor and the Company to consummate the subscription and issuance of the Shares Sellers, on the one hand, and Buyer, on the other hand, to effect the Initial Closing shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) no Law shall have been enacted order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect, and that no proceeding initiated by any Governmental Authority seeking an injunction shall be pending and that no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (b) the applicable waiting period under HSR shall have expired or been terminated; (c) No material amendment, modification or waiver the parties hereto shall have made all requisite regulatory notifications and obtained all requisite regulatory approvals and obtained all Seller Governmental Consents and Buyer Governmental Consents set forth on Schedule 7.1(c) without the imposition of a material right under the Merger Agreement has occurredany Onerous Condition; and (d) The conditions set forth in Article VIII the Sellers and the Companies shall have consummated the Reorganization or such other restructuring of Permal, Parent and Permal LLC that does not have an adverse effect on the Companies or the consummation of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and the Closing shall occur concurrently with the Investment Closingtransactions contemplated hereby.

Mutual Conditions. The respective obligations of each Co-Investor and the Company to consummate the subscription purchase and issuance and sale of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the consummation of the transactions contemplated by this Agreement; (cd) No material amendment, modification The closing of Isotope Merger shall have occurred or waiver of a material right under the Isotope Merger Agreement has occurredshall have been terminated in accordance with its terms; and (de) The conditions set forth in Article VIII of Aralez Distribution shall have occurred or the Merger Aralez Subscription Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and terminated prior to the Closing shall occur concurrently with consummation of the Investment Closingtransactions contemplated thereby.

Mutual Conditions. The respective obligations of each Co-Investor of the Buyer and the Company Sellers to consummate effect the subscription and issuance of the Shares Closing shall be subject to the satisfaction on following conditions, any one or prior to the Investment Closing Date of each of the following conditions (any or all more of which may be waived by a party on behalf of itself in writing, in whole or in part, as to the extent permitted Buyer, by applicable Law):any of the Sellers, and as to the Sellers, by the Buyer: (a) no Law No order, injunction or decree issued by any governmental authority of competent jurisdiction shall have been enacted purporting to restrain or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily prohibit or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prevent the consummation of the transactions contemplated by this Agreement;. No Proceeding initiated by any governmental authority seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or thereby. (b) All approvals of governmental authorities required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired. (c) No material amendment, modification All consents or waiver waivers of a material right under third parties regarding the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII assignment of the Merger Agreement (the (“Merger Closing Conditions”) contracts shall have been satisfied obtained, provided, however, that the Parties shall be obligated to close if (i) the only consents or waivedwaivers that have not been obtained would not preclude the Buyer, following the Closing, from acquiring control of Onkyo America and thereafter operating the Closing shall occur concurrently with Business in substantially the Investment Closingsame manner as the Business is being conducted as of the date of this Agreement.

Mutual Conditions. The respective obligations of each Co-Investor and the Company Parties to consummate complete the subscription and issuance of the Shares shall be Transaction are subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (a) no Law the Purchaser shall have been enacted received at or promulgatedprior to Closing: (i) any requisite consents or approvals from the Exchange; and (ii) any requisite shareholder approval and board (or equivalent governing body) approvals, in each case, of this Agreement and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegalTransaction; (b) No outstanding judgmentthe CCAA Plan, injunctionin form and substance acceptable to the Parties, order or decree of a competent Governmental Authority shall have been entered approved by the Noteholders; (c) the Amended and Restated Sanction Order, in form and substance acceptable to the Parties, shall continue to have been granted and will be in effecta Final Order, and no Law order will have been issued and no action or proceeding will be pending to restrain or prohibit the completion of the Transaction; (d) all conditions precedent to implementation of the CCAA Plan shall have been adopted satisfied or, where possible and as applicable, waived, other than any condition precedent requiring that all conditions precedent to this Agreement shall have been satisfied or be effectivewaived; (e) all approvals and authorizations, including any Governmental Authority approvals and authorizations and third-party waivers required in each case that prohibits, enjoins or makes illegal connection with the consummation of the transactions contemplated by this AgreementAgreement shall have been provided or obtained on terms and conditions acceptable to the Parties, acting reasonably, at or before the Closing; (cf) No material amendmentthere shall have been no action taken under any Applicable Law or by any Governmental Authority or court which makes it illegal or otherwise directly or indirectly restrains, modification enjoins or waiver prohibits the completion of a material right under the Merger Agreement has occurredTransaction; and (dg) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and the Closing shall occur concurrently with have occurred on or before the Investment ClosingOutside Date. The Parties hereto acknowledge that the foregoing conditions are for the mutual benefit of Plus Products and the Purchaser.

Mutual Conditions. The respective obligations of each Co-Investor of Acquiror, Merger Sub and Target to effect the Company to consummate the subscription and issuance of the Shares Closing shall be subject to the satisfaction on following conditions, any one or prior to the Investment Closing Date of each of the following conditions (any or all more of which may be waived by a party on behalf of itself in writing, in whole or in partas to itself, to the extent permitted by applicable Law):either party: (a) no Law shall have been enacted or promulgated, and no action shall have been taken, No order issued by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect; no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement shall be pending; no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (b) Other than the filing of the Certificate of Merger, all approvals, authorizations, consents or orders of, or notices to, Governmental Authorities required to consummate the transactions contemplated hereby, including such approvals, waivers and consents as may be required under the U.S. Securities Act, shall have been obtained or requested, and shall remain in full force and effect; and (c) No material amendment, modification or waiver of a material right under This Agreement and the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) transactions contemplated hereby shall have been satisfied or waived, approved and adopted by the requisite vote of Stockholders holding not less than sixty percent (60%) of the shares of Series D Preferred Stock and fifty percent (50%) of all shares of Target Capital Stock in accordance with the DGCL and the Closing shall occur concurrently with the Investment ClosingRestated Certificate of Incorporation and Bylaws of Target.

Mutual Conditions. The respective obligations of each Co-Investor and the Company Party to consummate the subscription and issuance of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself the Party entitled to the benefit thereof in writing, in whole or in part, solely as to itself, to the extent permitted by applicable Law): (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;illegal; (b) No outstanding judgmentthere shall not be pending any suit, injunction, order action or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement;Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurredCredit Facility shall have been executed and delivered by the parties thereto; and (d) The conditions the NYSE shall not have notified the Company (i) that the Company is no longer entitled to rely on the financial viability exception set forth in Article VIII Para. 312.05 of the Merger Agreement NYSE Listed Company Manual with respect to the issuance of the Investor Initial Shares, including that no approval by the Company’s stockholders is required prior to the issuance of the Investor Initial Shares or (ii) that the (“Merger Closing Conditions”) shall have been satisfied or waived, and Investors are not entitled to vote the Closing shall occur concurrently with Investor Initial Shares in the Investment Closingshareholder vote required for the Charter Amendment.

Mutual Conditions. The respective obligations of each Co-Investor and the Company and each Purchaser to consummate the subscription purchase and issuance sale of the Shares Purchased Units at the Closing, as well as all obligations of NEP at or after the Closing pursuant to this Agreement, shall be subject to the satisfaction satisfaction, on or prior to the Investment Closing Date Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) all Governmental Authorizations set forth in Schedule D shall have occurred or been filed or obtained and shall be in full force and effect, and all waiting periods imposed by any Governmental Authority in respect thereof shall have expired; (b) all of the conditions to the consummation of the purchase of the 2018 Purchased Assets in accordance with the terms of the Asset Purchase Agreement shall have been satisfied or, subject to Section 5.06(a), waived by the parties thereto in accordance with the terms thereof, and the closing of the Asset Purchase Agreement shall have occurred prior to the Closing hereunder (but in any event no Law earlier than one (1) Business Day prior to the Closing Date hereunder) in accordance with the terms thereof and Section 2.01; (c) no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;; and (bd) No outstanding judgmentthere shall not be pending any suit, injunctionaction, order or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin, or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and the Closing shall occur concurrently with the Investment Closing.

Mutual Conditions. The respective obligations of each Co-Investor and the Company parties to consummate the subscription and issuance of the Shares transactions contemplated by this Agreement shall be subject to the satisfaction on fulfillment at or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any No Governmental Authority of competent jurisdiction that temporarilyshall have (i) enacted, preliminarily issued, promulgated, enforced or permanently restrainsentered any statute, precludesrule, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding regulation, judgment, injunctiondecree, injunction or other order or decree of a competent Governmental Authority shall have been entered and shall continue to be which is in effect; or (ii) commenced or threatened any action or proceeding, and no Law shall have been adopted or be effective, which in each either case that prohibits, enjoins or makes illegal the would prohibit consummation of the transactions contemplated by this Agreement; (b) Subject to the provisions of Section 5.12, all consents, authorizations, orders or approvals of, and filings or registrations with, any Governmental Authority and all consents and approvals of third parties which are required in connection with the execution and delivery of this Agreement and the Other Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained or made and shall be in full force and effect; (c) No material amendment, modification or waiver The Collective Bargaining Agreements shall have been modified in writing such that the execution and delivery of this Agreement and the performance by the Purchaser of its obligations under this Agreement shall not cause a material right under breach of any of the Merger Agreement has occurredCollective Bargaining Agreements as so modified; and (d) The conditions set forth in Article VIII Estoppel certificates executed by each landlord for each of the Merger Agreement (Leased Real Properties included in the (“Merger Closing Conditions”) Transferred Property shall have been satisfied or waived, and delivered to the Closing shall occur concurrently with Purchaser reflecting the Investment Closingabsence of any defaults under the leases for such Leased Real Property.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to consummate the subscription purchase and issuance and sale of the Shares Purchased Units shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) no Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) No outstanding judgmentthere shall not be pending any suit, injunction, order action or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (ciii) No all authorizations, consents, orders, approvals, declarations, filings or expiration of waiting periods imposed under the HSR Act shall have been obtained or made; and (iv) the closing of the LD Acquisition shall have occurred, or shall occur concurrently with the Closing, in accordance with the terms and conditions of the LD Acquisition Agreement, without any material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied such terms or waived, and the Closing shall occur concurrently with the Investment Closingconditions.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to consummate the subscription issuance and issuance sale and the purchase of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) the Company and the Purchasers shall have entered into and shall have executed a registration rights agreement with respect to the Shares in the form attached hereto as Schedule B (the "Registration Rights Agreement"); (b) no Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any federal, state, local or foreign political subdivision, court, administrative agency, board, bureau, commission or department or other governmental authority or instrumentality (each, a "Governmental Authority of competent jurisdiction that Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (bc) No outstanding judgmentthere shall not be pending any suit, injunction, order action or decree of a competent proceeding by any Governmental Authority shall have been entered and shall continue or any person seeking to be in effectrestrain, and no Law shall have been adopted preclude, enjoin or be effective, in each case that prohibits, enjoins or makes illegal the consummation of prohibit the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are required for or in Article VIII connection with the execution and delivery by the parties of this Agreement and the Merger consummation the transactions contemplated by this Agreement (the (“Merger Closing Conditions”) shall have been satisfied obtained or waivedmade, in form and substance reasonably satisfactory to each of the parties, and the Closing shall occur concurrently with the Investment Closingbe in full force and effect.

Mutual Conditions. The respective obligations of each Co-Investor of the Buyer and the Company Seller and Seller No. 2 to consummate effect the subscription and issuance of the Shares Closing shall be subject to the satisfaction on following conditions, any one or prior to the Investment Closing Date of each of the following conditions (any or all more of which may be waived by a party on behalf of itself in writing, in whole or in partas to itself, to the extent permitted by applicable Law):either party: (a) no Law shall have been enacted No order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prohibition preventing the consummation of the transactions contemplated by this Agreement;Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or thereby; and (b) All approvals of Governmental Authorities, if any, required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (d) The conditions set forth in Article VIII In respect of the Merger Agreement (notifications of the (“Merger Closing Conditions”) Buyer, Seller and Seller No. 2 pursuant to the HSR Act, the applicable waiting period and any extensions thereof shall have expired or been satisfied or waived, and the Closing shall occur concurrently with the Investment Closingterminated.

Mutual Conditions. The respective obligations of each Co-Investor and the Company party to this Agreement to consummate the subscription and issuance of the Shares transaction contem- plated hereby shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a party both the Company and the Shareholder respectively as to themselves, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) no Law shall have been enacted No order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contem- plated hereby; (b) All consents, waivers, authorizations and ap- provals required from all Governmental Authorities to con- summate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) No material amendmentIn respect of the notifications of the parties hereto pursuant to the HSR Act, modification the applicable waiting period and any extensions thereof shall have expired or waiver of a material right under the Merger Agreement has occurred; andterminated. (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) parties shall have been satisfied or waived, executed and delivered the Closing shall occur concurrently with the Investment Closingagreements referred to in Section 4.5.