Common use of Purchaser’s Closing Conditions Clause in Contracts

Purchaser’s Closing Conditions. The Purchaser shall only be obligated to close as provided in Clause 3.3 if all of the following Closing Conditions have been met: (i) All of the Statements of Seller and Pinnacle, Inc., where applicable, contained in this Agreement are true and correct on and as of the Closing as if made on and as of the Closing (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), and (ii) Seller and Pinnacle, Inc., as applicable, shall have performed or complied or delivered, as the case may be, all covenants, agreements, conditions or documents required by this Agreement to be performed, complied with or delivered by Seller or Pinnacle, Inc., as applicable, prior to or on the Closing, except in each case of clause (i) or (ii) of the foregoing, which has not caused or would not reasonably be expected to cause a Material Adverse Change. Notwithstanding the foregoing, there shall not exist a breach of a representation or warranty on the part of Seller (a) regarding legal rights (Rechte), title (Eigentum) or economic interest (wirtschaftliches Eigentum) that would impair Purchaser’s ability to acquire by this Transaction the Share free and clear from any encumbrances, liens or any other rights or interests of third parties of any type whatsoever and to become sole and unrestricted shareholder of the Company or (b) that would materially and adversely affect the right or power of Purchaser or the Company to own and operate the Xxxxxxxxx Business or the Xxxxxxxxx US Business or create a material adverse restriction, impediment or cessation of the manufacture and/or marketing of any material product presently manufactured and/or marketed by the Company, in each case which shall not have been cured within ten (10) business days following receipt by Seller of written notice of such breach from Purchaser; 3.1.2 there shall not be instituted and pending or threatened any action before any court or governmental entity to restrain or prohibit this Agreement or the consummation of the transactions contemplated hereby; and no preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing consummation of the sale of the Share to Purchaser shall be in effect; 3.1.3 Pinnacle, Inc. and the Purchaser (or any party as designated by the Purchaser) have entered into an Asset Purchase and Sale Agreement relating to the Xxxxxxxxx US-Business, the form of which is attached hereto as Exhibit 3.1.3 (the “Asset Purchase and Sale Agreement”) and the transactions contemplated thereby shall have been consummated concurrently with Closing hereunder; 3.1.4 the Company Separation Agreement, the form of which is attached hereto as Exhibit 3.1.4 (the “Company Separation Agreement”) has been duly executed by the parties thereto and the transactions contemplated thereby to occur on or prior to the Closing shall have occurred prior to or simultaneously with the Closing; 3.1.5 the IP Cross License Agreement, the form of which is attached hereto as Exhibit 3.1.5a (the “IP Cross License Agreement”), the OEM Distribution Agreement, the form of which is attached hereto as Exhibit 3.1.5b (the “OEM Agreement”), and the Transitional Services Agreements, the form of which is attached hereto as Exhibit 3.1.5c (the “Transitional Services Agreement”) have been duly executed by the respective parties concurrently with the Closing; 3.1.6 the German Federal Cartel Office (Bundeskartellamt) has served a written notice to the Seller and/or the Purchaser declaring that it will not prohibit the Transaction or, alternatively, fails to notify the Seller and/or the Purchaser within one month after the pre-merger filing pursuant to Section 40 para 1 sentence 1 of the German Act Against Constraints on Competition (GWB) that it has commenced a formal investigation of the Transaction, or finally, the German Federal Cartel Office fails to issue an order pursuant to Section 40 para 2 sentence 1 GWB within the required time periods pursuant to Section 40 para 2 GWB. Neither Party shall grant its consent to any extension to the aforementioned time periods without the prior written approval of the respective other Party; and 3.1.7 the Seller has provided a copy of a shareholders’ resolution by which Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxxxxx are removed from office as Managing Directors of the Company as of the Closing Date; this shareholders’ resolution may include an approval of their management of the Company, which shall not, however, reduce the Seller’s obligations under this Agreement.

Purchaser’s Closing Conditions. The Purchaser following shall only be obligated conditions precedent to close as provided in Clause 3.3 if all Purchaser's obligation to consummate the transaction contemplated by this Agreement. If any of the following Closing Conditions have been met: (i) All of conditions precedent to Purchaser's obligation to consummate the Statements of Seller and Pinnacle, Inc., where applicable, contained in transaction contemplated by this Agreement are true and correct not satisfied in all material respects on and as of or before the Closing as if made on Date, Purchaser may, at its option (a) waive such condition and as of close this transaction with no reduction in the Purchase Price, or (b) terminate this Agreement by notice in writing to Seller. (a) On the Closing (except for such Date, all of Seller's representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct in all material respects and Seller shall have performed in all material respects each covenant to have been performed by Seller hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.2 above. (b) On the Closing Date, the improvements shall be in the same condition and repair as existed with respect thereto on the Risk Date, subject to a Casualty or any proceeding described in Article XI having occurred between the Risk Date and the Closing Date and ordinary wear and tear which occurs between the Risk Date and the Closing Date. (c) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of such date)the sale and purchase hereunder, and (ii) Seller to recover title to the Property, or any part thereof or any interest therein, or (iii) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land or the Improvements. (d) On or before the Closing Date, the Title Company has committed to issue to Purchaser the Purchaser's Title Policy subject only to the Permitted Exceptions as provided in Section 4.3 above. (e) On the Closing Date, Cxxx Xxxxxxxx Development Limited Partnership ("CWDLP") shall have caused to be consummated, or shall have tendered to the Escrow Agent all of the funds and Pinnacleagreements or other documents required to consummate, Inc.each and every one of the transactions contemplated by the following agreements under which CWDLP is either the seller or is the managing member of the seller: (i) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Parking Company LLC, as applicableseller, shall have performed or complied or deliveredand Purchaser, as purchaser, (ii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Development LLC, as seller, and Purchaser, as purchaser, (iv) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Hotel Company LLC, as seller, and Purchaser, as purchaser, (v) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser and (vi) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Shops at Park Place LLC, as seller, and Purchaser, as purchaser, (collectively, the case may be, all covenants, agreements, conditions or documents "Other Purchase Agreements"). Purchaser shall under no circumstances be required to consummate the transaction contemplated by this Agreement to be performed, complied with unless CWDLP also consummates or delivered by Seller or Pinnacle, Inc., as applicable, prior to or on the Closing, except in each case of clause (i) or (ii) of the foregoing, which has not caused or would not reasonably be expected to cause a Material Adverse Change. Notwithstanding the foregoing, there shall not exist a breach of a representation or warranty on the part of Seller (a) regarding legal rights (Rechte), title (Eigentum) or economic interest (wirtschaftliches Eigentum) that would impair Purchaser’s ability to acquire by this Transaction the Share free and clear from any encumbrances, liens or any other rights or interests of third parties of any type whatsoever and to become sole and unrestricted shareholder of the Company or (b) that would materially and adversely affect the right or power of Purchaser or the Company to own and operate the Xxxxxxxxx Business or the Xxxxxxxxx US Business or create a material adverse restriction, impediment or cessation of the manufacture and/or marketing of any material product presently manufactured and/or marketed by the Company, in each case which shall not have been cured within ten (10) business days following receipt by Seller of written notice of such breach from Purchaser; 3.1.2 there shall not be instituted and pending or threatened any action before any court or governmental entity to restrain or prohibit this Agreement or causes the consummation of the transactions contemplated hereby; by the Other Purchase Agreements. (f) Concurrent with Closing, Crow Orange County Management Company, Inc., a Texas corporation ("COCMC"), the REA Managing Agent (as that term is defined in the REA), will (i) assign its duties as REA Managing Agent under the REA to an entity designated by Purchaser (the "New REA Manager") in writing to Seller and no preliminary or permanent injunction or other order issued by any court Escrow not less than three (3) business days prior to the Scheduled Closing Date, and the New REA Manager shall assume all of competent jurisdiction preventing consummation COCMC's right, title and interest in and to all contracts relating to the management of the sale Common Area (as that term is defined in the REA), including without limitation the REA Management Agreement dated July 26, 1985, executed by and between Cxxx Xxxxxxxx Operating Partnership, CWDLP and COCMC, and (ii) transfer to the New REA Manager all tangible personal property utilized by COCMC in the management of the Share to Common Area; provided, however, that Purchaser shall be deemed to have waived this condition if Purchaser fails to designate the New REA Manager in effect; 3.1.3 Pinnacle, Inc. writing to Seller and the Purchaser Escrow not less than three (or any party as designated by the Purchaser3) have entered into an Asset Purchase and Sale Agreement relating to the Xxxxxxxxx US-Business, the form of which is attached hereto as Exhibit 3.1.3 (the “Asset Purchase and Sale Agreement”) and the transactions contemplated thereby shall have been consummated concurrently with Closing hereunder; 3.1.4 the Company Separation Agreement, the form of which is attached hereto as Exhibit 3.1.4 (the “Company Separation Agreement”) has been duly executed by the parties thereto and the transactions contemplated thereby to occur on or business days prior to the Closing shall have occurred prior to or simultaneously with the Closing; 3.1.5 the IP Cross License Agreement, the form of which is attached hereto as Exhibit 3.1.5a (the “IP Cross License Agreement”), the OEM Distribution Agreement, the form of which is attached hereto as Exhibit 3.1.5b (the “OEM Agreement”), and the Transitional Services Agreements, the form of which is attached hereto as Exhibit 3.1.5c (the “Transitional Services Agreement”) have been duly executed by the respective parties concurrently with the Closing; 3.1.6 the German Federal Cartel Office (Bundeskartellamt) has served a written notice to the Seller and/or the Purchaser declaring that it will not prohibit the Transaction or, alternatively, fails to notify the Seller and/or the Purchaser within one month after the pre-merger filing pursuant to Section 40 para 1 sentence 1 of the German Act Against Constraints on Competition (GWB) that it has commenced a formal investigation of the Transaction, or finally, the German Federal Cartel Office fails to issue an order pursuant to Section 40 para 2 sentence 1 GWB within the required time periods pursuant to Section 40 para 2 GWB. Neither Party shall grant its consent to any extension to the aforementioned time periods without the prior written approval of the respective other Party; and 3.1.7 the Seller has provided a copy of a shareholders’ resolution by which Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxxxxx are removed from office as Managing Directors of the Company as of the Scheduled Closing Date; this shareholders’ resolution may include an approval of their management of the Company, which shall not, however, reduce the Seller’s obligations under this Agreement.

Purchaser’s Closing Conditions. The obligation of each Purchaser shall only be obligated to close consummate the transactions contemplated by this Agreement at the Closing, as provided in Clause 3.3 if all Section 2.1 hereof, shall be subject, in the absence of a written waiver by the Majority Purchasers, to the satisfaction, prior or at the Closing, of the following Closing Conditions have been metconditions: (i) All the representations and warranties of the Statements of Seller and Pinnacle, Inc., where applicable, Company contained in this Agreement are shall be true and correct in all material respects on and as of the Closing Date as if though such warranties and representations were made on at and as of the Closing (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), and ; (ii) Seller and Pinnacle, Inc., as applicable, the Company shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied or delivered, as with by the case may be, all covenants, agreements, conditions or documents required by this Agreement to be performed, complied with or delivered by Seller or Pinnacle, Inc., as applicable, Company prior to or on the ClosingClosing Date; (iii) there shall be no effective injunction, except in each case writ, preliminary restraining order or any order of clause any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided; (iiv) or (ii) the approvals of the foregoingInvestment Center of the Israeli Ministry of Industry, which has not caused or would not reasonably be expected Trade & Labor (the "Investment Center") and of the OCS shall have been obtained; (v) from the date hereof to cause a Material Adverse Change. Notwithstanding the foregoingClosing Date, there trading in the Ordinary Shares shall not exist a breach have been suspended by the Commission (except for any suspension of a representation or warranty on the part trading of Seller (a) regarding legal rights (Rechte), title (Eigentum) or economic interest (wirtschaftliches Eigentum) that would impair Purchaser’s ability limited duration agreed to acquire by this Transaction the Share free and clear from any encumbrances, liens or any other rights or interests of third parties of any type whatsoever and to become sole and unrestricted shareholder of the Company or (b) that would materially and adversely affect the right or power of Purchaser or the Company to own and operate the Xxxxxxxxx Business or the Xxxxxxxxx US Business or create a material adverse restriction, impediment or cessation of the manufacture and/or marketing of any material product presently manufactured and/or marketed by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in each case which securities generally shall not have been cured within ten (10) business days following receipt suspended or limited on any Trading Market, nor shall a general commercial banking moratorium have been declared either by Seller the United States or New York State authorities nor shall there have occurred any material and substantial outbreak or escalation of written notice hostilities or other national or international calamity of such breach from Purchaser; 3.1.2 there shall not be instituted and pending magnitude in its effect on, or threatened any action before material adverse change in, any court or governmental entity to restrain or prohibit this Agreement or financial market which, in each case, in the consummation reasonable judgment of the transactions contemplated hereby; and no preliminary Majority Purchasers, makes it impracticable or permanent injunction or other order issued by any court of competent jurisdiction preventing consummation of inadvisable to purchase the sale of the Share to Purchaser shall be in effect; 3.1.3 Pinnacle, Inc. and the Purchaser (or any party as designated by the Purchaser) have entered into an Asset Purchase and Sale Agreement relating to the Xxxxxxxxx US-Business, the form of which is attached hereto as Exhibit 3.1.3 (the “Asset Purchase and Sale Agreement”) and the transactions contemplated thereby shall have been consummated concurrently with Closing hereunder; 3.1.4 the Company Separation Agreement, the form of which is attached hereto as Exhibit 3.1.4 (the “Company Separation Agreement”) has been duly executed by the parties thereto and the transactions contemplated thereby to occur on or prior to the Closing shall have occurred prior to or simultaneously with Shares at the Closing; 3.1.5 the IP Cross License Agreement, the form of which is attached hereto as Exhibit 3.1.5a (the “IP Cross License Agreement”), the OEM Distribution Agreement, the form of which is attached hereto as Exhibit 3.1.5b (the “OEM Agreement”), and the Transitional Services Agreements, the form of which is attached hereto as Exhibit 3.1.5c (the “Transitional Services Agreement”) have been duly executed by the respective parties concurrently with the Closing; 3.1.6 the German Federal Cartel Office (Bundeskartellamt) has served a written notice to the Seller and/or the Purchaser declaring that it will not prohibit the Transaction or, alternatively, fails to notify the Seller and/or the Purchaser within one month after the pre-merger filing pursuant to Section 40 para 1 sentence 1 of the German Act Against Constraints on Competition (GWB) that it has commenced a formal investigation of the Transaction, or finally, the German Federal Cartel Office fails to issue an order pursuant to Section 40 para 2 sentence 1 GWB within the required time periods pursuant to Section 40 para 2 GWB. Neither Party shall grant its consent to any extension to the aforementioned time periods without the prior written approval of the respective other Party; and 3.1.7 the Seller has provided a copy of a shareholders’ resolution by which Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxxxxx are removed from office as Managing Directors of the Company as of (vi) the Closing Date; this shareholders’ resolution may include an approval of their management of Date shall have not occurred within seven (7) Trading Days following the Company, which shall not, however, reduce the Seller’s obligations under this Agreementdate hereof.

Purchaser’s Closing Conditions. The Purchaser shall only be obligated to close as provided in Clause 3.3 if all obligations of the Purchaser hereunder are subject to the following Closing Conditions have been metconditions precedent which are for the exclusive benefit of the Purchaser: (ia) All of The warranties and representations made by the Statements of Seller and PinnacleVendors in Article 6, Inc., where applicable, contained in this Agreement are shall be true and correct on and as of the date hereof and the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing (Date, except for to the extent such inaccuracies in any representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true other than Vendors’ Fundamental Representations and correct as of such date)Warranties have not resulted in, and (ii) Seller and Pinnacle, Inc., as applicable, shall have performed or complied or delivered, as the case may be, all covenants, agreements, conditions or documents required by this Agreement to be performed, complied with or delivered by Seller or Pinnacle, Inc., as applicable, prior to or on the Closing, except in each case of clause (i) or (ii) of the foregoing, which has not caused or would not reasonably be expected to cause a Material Adverse Change. Notwithstanding result in, individually or in the foregoingaggregate, there shall not exist a breach of a representation or warranty on the part of Seller (a) regarding legal rights (Rechte), title (Eigentum) or economic interest (wirtschaftliches Eigentum) that would impair Purchaser’s ability to acquire by this Transaction the Share free and clear from any encumbrances, liens or any other rights or interests of third parties of any type whatsoever and to become sole and unrestricted shareholder of the Company or Losses greater than $5,000,000. (b) that would materially The Vendors shall have performed and adversely affect the right complied in all material respects with all agreements, covenants and conditions on their part, respectively, required to be performed or power of Purchaser or the Company to own and operate the Xxxxxxxxx Business or the Xxxxxxxxx US Business or create a material adverse restriction, impediment or cessation of the manufacture and/or marketing of any material product presently manufactured and/or marketed complied with by the Company, in each case which shall not have been cured within ten (10) business days following receipt by Seller of written notice of such breach from Purchaser; 3.1.2 there shall not be instituted and pending or threatened any action before any court or governmental entity to restrain or prohibit this Agreement or the consummation of the transactions contemplated hereby; and no preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing consummation of the sale of the Share to Purchaser shall be in effect; 3.1.3 Pinnacle, Inc. and the Purchaser (or any party as designated by the Purchaser) have entered into an Asset Purchase and Sale Agreement relating to the Xxxxxxxxx US-Business, the form of which is attached hereto as Exhibit 3.1.3 (the “Asset Purchase and Sale Agreement”) and the transactions contemplated thereby shall have been consummated concurrently with Closing hereunder; 3.1.4 the Company Separation Agreement, the form of which is attached hereto as Exhibit 3.1.4 (the “Company Separation Agreement”) has been duly executed by the parties thereto and the transactions contemplated thereby to occur on or prior to the Closing Date, including but not limited to, delivering to the Purchaser the documents set forth in Section 3.3. (c) There shall not have occurred any state of facts, event or change in circumstance that has had or would reasonably be expected to have a Material Adverse Effect on the Conifex Group taken as a whole. (d) At the Closing, the Purchaser shall have occurred prior to received a certificate executed by the President or simultaneously with Chief Financial Officer of each Vendor and Conifex evidencing satisfaction of the Closing; 3.1.5 the IP Cross License Agreement, the form of which is attached hereto as Exhibit 3.1.5a conditions set forth in clauses (the “IP Cross License Agreement”a), the OEM Distribution Agreement(b), the form of which is attached hereto as Exhibit 3.1.5b (the “OEM Agreement”c), and (l). (e) The Vendors will have obtained from all appropriate Governmental Authorities and third parties those consents and approvals set forth in Section 8.2(e) of the Transitional Services AgreementsDisclosure Schedule. (f) Each director and officer (or managers acting in an equivalent capacity) of each member of the Conifex Group specified by the Purchaser will have resigned or been removed and will have released each member of the Conifex Group from any and all possible Claims against the Conifex Group arising from any act, matter or thing arising at or prior to the Closing Date (other than any release of any rights to indemnification or for amounts accrued in the calculation of Final Closing Net Working Capital to which such Person may be entitled). (g) The Vendors shall have executed and delivered to the Purchaser each of the Transaction Documents to which it or its Affiliates are a party, in a form satisfactory to the Purchaser, acting reasonably. (h) The Vendors shall have delivered written evidence of the termination, discharge and release of all Indebtedness of the Conifex Group, including the Closing Discharged Indebtedness. (i) All Encumbrances relating to the Business Assets shall have been released in full, other than Permitted Encumbrances, and the Vendors shall have delivered to Purchaser written evidence, in form and substance satisfactory of the release of such Encumbrances, including the Closing Indebtedness Release. (j) No Estoppel Certificate delivered hereunder shall contain any material, adverse information or omissions inconsistent with the terms of the Tenant Lease which are unacceptable to Purchaser in its reasonable discretion and which are not cured by Vendors prior to Closing. (k) All necessary steps and proceedings will have been taken to permit the Purchased Securities to be duly and regularly transferred to and registered in the name of the Purchaser. (l) There shall be no Claim or Proceeding by any Person in any jurisdiction that could reasonably be expected (i) to impair, impede, materially delay or prevent the consummation of, or impose any material limitations or conditions on the parties’ ability to consummate, the form of which is attached hereto as Exhibit 3.1.5c transactions contemplated by this Agreement, or (the “Transitional Services Agreement”ii) have been duly executed by the respective parties concurrently to impose or otherwise seek terms, conditions, costs, liabilities or obligations in connection with the Closing; 3.1.6 completion of the German Federal Cartel Office (Bundeskartellamt) has served a written notice to the Seller and/or transactions contemplated by this Agreement other than those the Purchaser declaring that it will not prohibit the Transaction or, alternatively, fails to notify the Seller and/or the Purchaser within one month after the pre-merger filing accepted hereunder (any such Claim or Proceeding pursuant to Section 40 para 1 sentence 1 of the German Act Against Constraints on Competition subsections (GWBl)(i) that it has commenced a formal investigation of the Transactionor (l)(ii), or finally, the German Federal Cartel Office fails to issue an order pursuant to Section 40 para 2 sentence 1 GWB within the required time periods pursuant to Section 40 para 2 GWB. Neither Party shall grant its consent to any extension to the aforementioned time periods without the prior written approval of the respective other Party; and 3.1.7 the Seller has provided a copy of a shareholders’ resolution by which Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxxxxx are removed from office as Managing Directors of the Company as of the Closing Date; this shareholders’ resolution may include an approval of their management of the Company, which shall not, however, reduce the Seller’s obligations under this Agreement“Adverse Claim”).

Purchaser’s Closing Conditions. The obligation of the Purchaser shall only be obligated to close purchase and pay for the Purchase Shares as provided in Clause 3.3 if all contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following Closing Conditions have been metconditions, any of which may be waived by the Purchaser in its sole discretion: (i) All The representations and warranties of the Statements of Seller and Pinnacle, Inc., where applicable, Company contained in Section 2.1 of this Agreement are shall have been true and correct on and as of the Closing as if made on and as of the Closing in all material respects (except for such representations and warranties that speak specifically are qualified by materiality or Material Adverse Effect (as of the date hereof or as of another datedefined below), which shall be true and correct in all respects) on the date of this Agreement and on and as of the Closing Date (except to the extent any such statement speaks expressly as of a specific date, in which event such statement is true and correct in all material respects (except for representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specific date), and . (ii) Seller All corporate and Pinnacle, Inc., as applicable, shall have performed or complied or delivered, as the case may be, all covenants, agreements, conditions or documents other actions required by this Agreement to be performed, complied with or delivered by Seller or Pinnacle, Inc., as applicable, prior to or on the Closing, except in each case of clause (i) or (ii) of the foregoing, which has not caused or would not reasonably be expected to cause a Material Adverse Change. Notwithstanding the foregoing, there shall not exist a breach of a representation or warranty on the part of Seller (a) regarding legal rights (Rechte), title (Eigentum) or economic interest (wirtschaftliches Eigentum) that would impair Purchaser’s ability to acquire by this Transaction the Share free and clear from any encumbrances, liens or any other rights or interests of third parties of any type whatsoever and to become sole and unrestricted shareholder of the Company or (b) that would materially and adversely affect the right or power of Purchaser or the Company to own and operate the Xxxxxxxxx Business or the Xxxxxxxxx US Business or create a material adverse restriction, impediment or cessation of the manufacture and/or marketing of any material product presently manufactured and/or marketed taken by the Company, including the approval from Company’s board of directors (the “Company Board”), in each case which connection with the issuance and sale of the Purchase Shares shall not have been cured within ten completed. (10iii) business days following receipt by Seller of written notice of such breach from Purchaser; 3.1.2 there The Company shall have performed and complied in all material respects with all, and not be instituted in breach or default in any material respect under any, agreements, covenants, conditions and pending or threatened any action before any court or governmental entity to restrain or prohibit obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iv) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated herebyby this Agreement; and no preliminary action, suit, proceeding or permanent injunction or other order issued investigation shall have been instituted by any court a Governmental Authority of competent jurisdiction preventing or threatened that seeks to restrain, enjoin, prevent, prohibit, or otherwise makes illegal the consummation of the sale of the Share to transactions contemplated by this Agreement. (v) The Purchaser shall be have received from Xxxxxx and Xxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, an opinion substantially in effect; 3.1.3 Pinnacle, Inc. and the Purchaser (or any party as designated by the Purchaser) have entered into an Asset Purchase and Sale Agreement relating to the Xxxxxxxxx US-Business, the form of which is attached hereto as Exhibit 3.1.3 (the “Asset Purchase and Sale Agreement”) and the transactions contemplated thereby shall have been consummated concurrently with Closing hereunder; 3.1.4 the Company Separation AgreementA hereto, the form of which is attached hereto as Exhibit 3.1.4 (the “Company Separation Agreement”) has been duly executed by the parties thereto and the transactions contemplated thereby to occur on or prior to the Closing shall have occurred prior to or simultaneously with the Closing; 3.1.5 the IP Cross License Agreement, the form of which is attached hereto as Exhibit 3.1.5a (the “IP Cross License Agreement”), the OEM Distribution Agreement, the form of which is attached hereto as Exhibit 3.1.5b (the “OEM Agreement”), and the Transitional Services Agreements, the form of which is attached hereto as Exhibit 3.1.5c (the “Transitional Services Agreement”) have been duly executed by the respective parties concurrently with the Closing; 3.1.6 the German Federal Cartel Office (Bundeskartellamt) has served a written notice to the Seller and/or the Purchaser declaring that it will not prohibit the Transaction or, alternatively, fails to notify the Seller and/or the Purchaser within one month after the pre-merger filing pursuant to Section 40 para 1 sentence 1 of the German Act Against Constraints on Competition (GWB) that it has commenced a formal investigation of the Transaction, or finally, the German Federal Cartel Office fails to issue an order pursuant to Section 40 para 2 sentence 1 GWB within the required time periods pursuant to Section 40 para 2 GWB. Neither Party shall grant its consent to any extension to the aforementioned time periods without the prior written approval of the respective other Party; and 3.1.7 the Seller has provided a copy of a shareholders’ resolution by which Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxxxxx are removed from office as Managing Directors of the Company dated as of the Closing Date; this shareholders’ resolution may include an approval of their management of . (vi) There shall have been no Material Adverse Effect since the Company, which shall not, however, reduce the Seller’s obligations under this Agreementdate hereof.

Purchaser’s Closing Conditions. The Purchaser shall only be obligated obligation of each Purchaser, severally and not jointly, to close consummate the transactions contemplated by this Agreement at the Closing, as provided in Clause 3.3 if all Section 2.1 hereof, shall be subject, in the absence of a written waiver by the applicable Purchaser, to the satisfaction, prior or at the Closing, of the following Closing Conditions have been metconditions: (i) All the representations and warranties of the Statements of Seller and Pinnacle, Inc., where applicable, Company contained in this Agreement are shall be true and correct in all material respects on and as of the Closing Date as if though such warranties and representations were made on at and as of the Closing (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), and ; (ii) Seller and Pinnacle, Inc., as applicable, the Company shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied or delivered, as with by the case may be, all covenants, agreements, conditions or documents required by this Agreement to be performed, complied with or delivered by Seller or Pinnacle, Inc., as applicable, Company prior to or on the ClosingClosing Date; (iii) there shall be no effective injunction, except in each case writ, preliminary restraining order or any order of clause any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided; (iiv) or (ii) the approval of the foregoingInvestment Center of the Israeli Ministry of Industry, which has not caused or would not reasonably be expected Trade & Labor (the “Investment Center”) shall have been obtained; (v) from the date hereof to cause a Material Adverse Change. Notwithstanding the foregoingClosing Date, there trading in the Ordinary Shares shall not exist a breach have been suspended by the Commission (except for any suspension of a representation or warranty on the part trading of Seller (a) regarding legal rights (Rechte), title (Eigentum) or economic interest (wirtschaftliches Eigentum) that would impair Purchaser’s ability limited duration agreed to acquire by this Transaction the Share free and clear from any encumbrances, liens or any other rights or interests of third parties of any type whatsoever and to become sole and unrestricted shareholder of the Company or (b) that would materially and adversely affect the right or power of Purchaser or the Company to own and operate the Xxxxxxxxx Business or the Xxxxxxxxx US Business or create a material adverse restriction, impediment or cessation of the manufacture and/or marketing of any material product presently manufactured and/or marketed by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in each case which securities generally shall not have been cured within ten (10) business days following receipt suspended or limited on any Trading Market, nor shall a general commercial banking moratorium have been declared either by Seller the United States or New York State authorities nor shall there have occurred any material and substantial outbreak or escalation of written notice hostilities or other national or international calamity of such breach from Purchaser; 3.1.2 there shall not be instituted and pending magnitude in its effect on, or threatened any action before material adverse change in, any court or governmental entity to restrain or prohibit this Agreement or financial market which, in each case, in the consummation reasonable judgment of the transactions contemplated hereby; and no preliminary Majority Purchasers, makes it impracticable or permanent injunction or other order issued by any court of competent jurisdiction preventing consummation of inadvisable to purchase the sale of the Share to Purchaser shall be in effect; 3.1.3 Pinnacle, Inc. and the Purchaser (or any party as designated by the Purchaser) have entered into an Asset Purchase and Sale Agreement relating to the Xxxxxxxxx US-Business, the form of which is attached hereto as Exhibit 3.1.3 (the “Asset Purchase and Sale Agreement”) and the transactions contemplated thereby shall have been consummated concurrently with Closing hereunder; 3.1.4 the Company Separation Agreement, the form of which is attached hereto as Exhibit 3.1.4 (the “Company Separation Agreement”) has been duly executed by the parties thereto and the transactions contemplated thereby to occur on or prior to the Closing shall have occurred prior to or simultaneously with Shares at the Closing; 3.1.5 (vi) the IP Cross License Agreement, Closing Date shall have not occurred until 90 days following the form of which is attached hereto date hereof; (vii) the Shareholder Approval (as Exhibit 3.1.5a (the “IP Cross License Agreement”), the OEM Distribution Agreement, the form of which is attached hereto as Exhibit 3.1.5b (the “OEM Agreement”), and the Transitional Services Agreements, the form of which is attached hereto as Exhibit 3.1.5c (the “Transitional Services Agreement”defined below) shall have been duly executed by the respective parties concurrently with the Closing; 3.1.6 the German Federal Cartel Office (Bundeskartellamt) has served a written notice to the Seller and/or the Purchaser declaring that it will obtained and have not prohibit the Transaction or, alternatively, fails to notify the Seller and/or the Purchaser within one month after the pre-merger filing pursuant to Section 40 para 1 sentence 1 of the German Act Against Constraints on Competition (GWB) that it has commenced a formal investigation of the Transaction, or finally, the German Federal Cartel Office fails to issue an order pursuant to Section 40 para 2 sentence 1 GWB within the required time periods pursuant to Section 40 para 2 GWB. Neither Party shall grant its consent to any extension to the aforementioned time periods without the prior written approval of the respective other Partybeen cancelled; and 3.1.7 (viii) the Seller has provided a copy of a shareholders’ resolution by which Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxxxxx are removed from office as Managing Directors of the Company as average of the Closing Date; this shareholders’ resolution may include Prices for the five (5) Trading Days (i.e., an approval of their management average computed based on five Closing Prices divided by five) immediately preceding the date of the CompanyShareholder Meeting shall not be more than 15% below the Per Share Purchase Price. For example, which shall notif the average computation results in an average price of $1.00, however, reduce a Purchaser may determine not to close because such price reflects 20% less than the Seller’s obligations under this AgreementPer Share Purchase Price.