Common use of Additional Conditions to Obligations of Purchaser Clause in Contracts

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion): (a) the representations and warranties of the Sellers contained in Article IV of this Agreement (without giving effect to any Business Material Adverse Effect, or materiality qualifiers therein) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not individually or in the aggregate result in a Business Material Adverse Effect, and the representation in Section 4.6(b) shall be true and correct as of the Closing Date; (b) the Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) the Sellers shall have delivered to Purchaser a certificate executed by an officer of Honeywell that the conditions set forth in paragraphs (a) and (b) above have been satisfied; (d) receipt of any and all Chinese Governmental Authority approvals of the transfer of HON China’s Equity Interest in HON Shanghai to Purchaser and the consent of any other third parties (including the China Consent) required in connection with the transfer and assignment of HON China’s Equity Interest in HON Shanghai to Purchaser; and (e) the Sellers shall have delivered to Purchaser those items set forth in Section 3.3(b), except for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement).

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillmentfulfillment or waiver by Purchaser, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion):conditions: (a) (i) The representations and warranties set forth in Section 3.2 (Ownership of Acquired Shares), Section 3.3 (Authorization), Section 4.2 (Authorization), Section 4.3 (Capitalization) and Section 4.20 (Absence of Certain Changes) shall be true and correct on and as of the Closing Date, and (ii) the other representations and warranties of the Company and Sellers contained set forth in Article IV of this Agreement (without giving effect regard to any Business “material,” “Company Material Adverse Effect, ” or other materiality qualifiers thereinqualifier) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with ); provided, however, that in the same force event of a breach of a representation and effect as if made on and as warranty of the Closing Datetype described in this Section 7.2(a)(ii) by the Company, except to the extent that any condition set forth in this Section 7.2(a)(ii) shall be deemed satisfied unless the failures of such representations and warranties to be so true and correct would not correct, individually or in the aggregate result in aggregate, has had, would have, or would reasonably be expected to have, a Business Company Material Adverse Effect, and the representation in Section 4.6(b) shall be true and correct as of the Closing Date; (b) the The Company and Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them respectively on or prior to the Closing Date; (c) the Sellers Purchaser shall have delivered to Purchaser received a certificate executed by of an executive officer of Honeywell each of the Company and Sellers that the conditions set forth in paragraphs subsections (a) and (b) above of this Section 7.2 have been satisfied; (d) receipt of any From and all Chinese Governmental Authority approvals after the date hereof, there shall have been no change, event, effect or circumstances that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (e) Purchaser shall have received on the Closing Date the closing deliverables set forth in Section 2.5(c); (f) All third party Consents set forth in Schedules 3.4 and 4.1(b) of the transfer Disclosure Schedules shall have been duly obtained and be in full force and effect as of HON Chinathe Closing Date; (g) No key employee whose name is set forth on Schedule 4.9 of the Disclosure Schedules shall have become unable or unwilling to provide such individual’s Equity Interest in HON Shanghai services to Purchaser the Company and the consent Company Subsidiaries, unless the effect of which, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect; (h) Purchaser shall have received satisfactory evidence that the Company Transaction Expenses due and payable on or prior to the Closing Date have been paid; (i) Purchaser shall have received satisfactory evidence that the Company’s and the Company Subsidiaries’ existing indebtednesses, including any other third parties (including outstanding balance under the China Consent) required in connection existing RMB400 million facility with the transfer Industrial and assignment Commercial Bank of HON China’s Equity Interest , Shanghai Branch, have been or will be repaid on the Closing Date and any related security has been or will be released on the Closing Date; (j) Shanghai Motel Hotel Management Co., Ltd shall have declared and paid the Dividend Payable; (k) Purchaser shall have received satisfactory evidence that substantially all the Related Party Balances have been settled in HON Shanghai a manner to Purchaserbe reasonably agreed by Purchaser in writing on or prior to the Closing Date; (l) the Trademark Transfer Agreements shall have been entered into by the relevant parties thereto; and (em) the Sellers Purchaser shall have delivered to Purchaser those items set forth in Section 3.3(b)received satisfactory evidence that the existing pledges against the Acquired Shares owned by GSSIII and Merrylin, except for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement)respectively, have been duly released.

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion):conditions: (a) the representations The Company, Holding and warranties of the Sellers contained in Article IV of this Agreement (without giving effect to any Business Material Adverse Effect, or materiality qualifiers therein) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not individually or in the aggregate result in a Business Material Adverse Effect, and the representation in Section 4.6(b) shall be true and correct as of the Closing Date; (b) the Sellers shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or and complied with by them on the Company and Sellers under this Agreement at or prior to the Closing; (b) The representations and warranties of the Company, Holding and Sellers contained in this Agreement shall be true and correct at and as of the date of this Agreement and at and as of the Closing DateDate as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, in which case such representation or warranty shall be true and correct as of such date); (c) the Sellers Purchaser shall have received all of the agreements, documents, instruments and other items required to be delivered by Sellers, Holding and the Company in accordance with Section 7.02; (d) Purchaser shall have received written evidence satisfactory to it that (i) all Required Consents shall have been obtained and (ii) all filings required for the consummation of the transactions contemplated hereby shall have been made; (e) At least seventy-five percent (75%) of the employees of the Company (determined as of the date of this Agreement and disregarding the Specified Managing Directors) shall remain employed by the Company and shall not have indicated that they intend to terminate employment with the Company; and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and at least three other Managing Directors of the Company identified on Schedule 1.01(c), (collectively, the “Specified Managing Directors”) shall have executed and delivered a Senior Management Agreement as contemplated by Section 7.02(f); (f) The Company shall have obtained the insurance policy contemplated by Section 5.05 and such insurance policy shall be in full force and effect; (g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect; and (h) Purchaser shall have received a certificate executed signed by an officer of Honeywell that each Seller as to compliance with the conditions set forth in paragraphs (aSections 6.03(a) and (b) above have been satisfied; (d) receipt of any and all Chinese Governmental Authority approvals of the transfer of HON China’s Equity Interest in HON Shanghai to Purchaser and the consent of any other third parties (including the China Consent) required in connection with the transfer and assignment of HON China’s Equity Interest in HON Shanghai to Purchaser; and (e) the Sellers shall have delivered to Purchaser those items set forth in Section 3.3(b), except for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement6.03(b).

Additional Conditions to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillmentsatisfaction or waiver by Purchaser, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion):conditions: (a) the Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Sellers Seller contained in Article IV of this Agreement (without giving effect to any Business Material Adverse Effect, or materiality qualifiers therein) III shall be true true, correct and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect complete as if made on and as of the Closing Date, except to the extent other than changes specifically contemplated by this Agreement and representations and warranties that any failures are expressly made only as of a specific date (in which case such representations and warranties shall be true, correct and complete as of such date). For purposes of determining whether the condition in this Section 9.2(a) is satisfied (and not for purposes of Article XI), all such representations and warranties (x) shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein and (y) after taking clause (x) into account, shall be deemed to be so true true, correct and correct would not complete unless breaches or inaccuracies thereof, individually or in the aggregate aggregate, result or would reasonably be expected to result in a Business Material Adverse Effect, . Seller and the representation in Section 4.6(b) shall be true and correct as of the Closing Date; (b) the Sellers NextNet shall have performed or all of the obligations and complied in all material respects with all of the covenants, agreements and covenants required by conditions set forth in this Agreement or any Ancillary Agreement and required to be performed or complied with by them on or prior to the Closing Date; (c) the Sellers Closing. At Closing, Seller shall have delivered provide to Purchaser a certificate executed by of an officer of Honeywell that Seller as to the conditions set forth foregoing in paragraphs (a) form and (b) above have been satisfied; (d) receipt of any and all Chinese Governmental Authority approvals of the transfer of HON China’s Equity Interest in HON Shanghai to Purchaser and the consent of any other third parties (including the China Consent) required in connection with the transfer and assignment of HON China’s Equity Interest in HON Shanghai substance reasonably acceptable to Purchaser; and (e) the Sellers , and Purchaser shall have delivered be able to Purchaser those items set forth in Section 3.3(b), except rely on such certificate for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement)purposes of Article XI.

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion): (a) the representations and warranties of the Sellers Honeywell contained in Article IV of this Agreement (without giving effect to disregarding any Business SPS Material Adverse Effect, materiality or materiality other similar qualifiers therein) shall be true and correct in all respects on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not not, individually or in the aggregate result aggregate, reasonably be expected to have resulted in a Business an SPS Material Adverse Effect; in addition, the representations and the representation warranties contained in Section 4.6(b) 3.4 shall be true and correct in all material respects on and as of the Closing Date; (b) the Sellers Honeywell shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) the Sellers Purchaser shall have delivered to Purchaser received a certificate executed by of an officer of Honeywell (which officer shall be reasonably satisfactory to Purchaser) that the conditions set forth in paragraphs (a) and (b) above have been satisfied; (d) receipt Honeywell shall have furnished Purchaser with a certificate stating that Honeywell is not a "foreign" person within the meaning of any and all Chinese Governmental Authority approvals Section 1445 of the transfer of HON China’s Equity Interest Code, which certificate shall set forth all information required by, and otherwise be executed in HON Shanghai to Purchaser and the consent of any other third parties (including the China Consent) required in connection with the transfer and assignment of HON China’s Equity Interest in HON Shanghai to Purchaser; andaccordance with, Treas. Reg. ss. 1. 1445-2(b)(2); (e) since the Sellers date of this Agreement, there shall have delivered been no event, condition or change, or worsening of any existing event, condition or change, that would, individually or in the aggregate, reasonably be expected to have an SPS Material Adverse Effect; (f) since the date of this Agreement, there not having occurred and be continuing a material disruption of or material adverse change in the markets for new issuances of leveraged loans or high yield securities that is caused by a (A) suspension or material limitation in trading of securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or establishment of minimum or maximum trading prices or maximum ranges for prices for securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, or by such other exchange, regulatory body or governmental authority having jurisdiction over the trading of securities on U.S. public financial markets, (B) declaration of a banking moratorium by federal or state authorities or declaration of a moratorium in foreign exchange trading by major international banks or persons, (C) declaration by the United States of a national emergency or war or (D) material act of terrorism occurring in the United States, which material disruption or 50 material adverse change shall have resulted in the failure of the "Market MAC" condition in the Debt Commitment Letter to be satisfied or waived; (g) Purchaser those items set forth shall have been provided with (i) the Debt Financing Historical Financial Information and the Selected Financial Information and (ii) any auditors comfort letters and opinions described in Section 3.3(b), except for 5.17(b)(ix) and Section 5.17(b)(x) as may be requested immediately prior to or simultaneously with the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be execution of an agreement with a condition placement agent or at a time immediately prior to Purchaser’s obligation to consummate and/or simultaneously with the transactions contemplated by this Agreement)closing of any portion of the Debt Financing.

Additional Conditions to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to its satisfaction or waiver in writing, at or prior to the fulfillment, on the Closing DateClosing, of each of the following conditions conditions: (any or all i) since the date hereof, there has not occurred a Material Adverse Effect that remains in effect; (ii) each of which may be waived by Purchaser in whole or in part in its sole discretion): (a) the representations and warranties of the Sellers Seller contained in Article IV of this Agreement (without giving effect VI, after disregarding all qualifications contained therein relating to any Business materiality or “Material Adverse Effect, or materiality qualifiers therein) ,” shall be true and correct on at and as of the Closing Date as though made at and as of the Closing (except to the extent other than such representations and warranties shall have been expressly made as of that refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date), except to where the extent that any failures failure of all such representations and or warranties to be so true and correct does not, and would not reasonably be expected to, individually or in the aggregate result in aggregate, have a Business Material Adverse Effect, and the representation in Section 4.6(b; (iii) shall be true and correct as of the Closing Date; (b) the Sellers Seller shall have performed or complied in all material respects with all agreements obligations and covenants covenants, and made all deliveries, in each case required by this Agreement to be performed or complied with by them on Seller at or prior to the Closing; and (iv) Purchaser shall have received a certificate of Seller signed by a duly authorized officer thereof, dated as of the Closing Date; (c) the Sellers shall have delivered to Purchaser a certificate executed by an officer of Honeywell , certifying that the conditions set forth in paragraphs clauses (ai) and through (biii) above of this Section 4.1(c) have been satisfied; (d. Purchaser may waive any condition specified in this Section 4.1(c) receipt of any and all Chinese Governmental Authority approvals of if it executes a writing so stating at or prior to the transfer of HON China’s Equity Interest in HON Shanghai to Purchaser and the consent of any other third parties (including the China Consent) required in connection with the transfer and assignment of HON China’s Equity Interest in HON Shanghai to Purchaser; and (e) the Sellers shall have delivered to Purchaser those items set forth in Section 3.3(b), except for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement)Closing.

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion): (a) the representations and warranties of the Sellers contained in Article IV III of this Agreement (without giving effect to any Business Material Adverse Effect, or materiality qualifiers therein) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not individually or in the aggregate result in a Business Material Adverse Effect, and the representation in Section 4.6(b3.6(b) shall be true and correct as of the Closing Date; (b) the The Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) the Sellers Purchaser shall have delivered to Purchaser received a certificate executed by of an officer of Honeywell each Seller that the conditions set forth in paragraphs (a) and (b) above have been satisfied;; and (d) receipt of any Honeywell shall have executed and all Chinese Governmental Authority approvals of delivered the transfer of HON China’s Equity Interest Trademark License Agreement substantially in HON Shanghai to Purchaser the form attached as Exhibit B (the “Trademark License Agreement”) and the consent of any other third parties (including the China Consent) required Intellectual Property Assignment and each such agreement shall remain in connection with the transfer full force and assignment of HON China’s Equity Interest in HON Shanghai to Purchaser; and (e) the Sellers shall have delivered to Purchaser those items set forth in Section 3.3(b), except for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement)effect.