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

Additional Conditions to Obligations of Target. The obligation of Target to close the transactions contemplated hereby is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Target: (a) The representations and warranties of each of Kintera and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except for (i) changes contemplated by this Agreement and (ii) that representations and warranties which specifically relate to a particular date or period shall be true and correct as of such date and for such period, and Target shall have received a certificate to such effect signed on behalf of Kintera and Merger Sub by an officer of each of Kintera and Merger Sub authorized to execute agreements on Kintera's or Merger Sub's behalf; (b) Kintera and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Target shall have received a certificate to such effect signed on behalf of Merger Sub and Kintera by an officer of Merger Sub and Kintera; (c) Kintera shall have executed and delivered the Stockholders Agreement; (d) Target shall have received from Merger Sub and Kintera, respectively, written evidence that the execution, delivery and performance of Merger Sub's and Kintera's obligations under this Agreement have been duly and validly approved and authorized by the Board of Directors of Merger Sub and the Board of Directors of Kintera; (e) Kintera shall have delivered the Offer Letters in the form attached hereto as Exhibit B-1 to the Founders and in the form attached hereto as Exhibit B-2 to the other Employees; (f) Kintera shall have delivered an Option Agreement to each holder of a New Option in the amount set forth on Schedule 5.6; (g) Kintera shall have delivered a photocopy of the certificates representing the Escrow Securities; and (h) Target shall have received from Kintera and Merger Sub such other documents as its counsel shall have reasonably requested, in form and substance reasonably satisfactory to such counsel. ARTICLE VIII

Additional Conditions to Obligations of Target. The obligation obligations of Target to close consummate the transactions contemplated hereby is are subject to the satisfaction of each satisfaction, on or before the Closing Date or such other time specified in the relevant condition precedent, of the following conditions, any of which may be waived, in writing, exclusively by Targetconditions precedent: (a) The the representations and warranties made by each member of each of Kintera and Merger Sub set forth the Initial Investor Group in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of such date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) date or except as of the Closing Date as though made on and as of the Closing Dateaffected by transactions contemplated or permitted by this Agreement), except for (i) changes contemplated by this Agreement and (ii) that where the failure of such representations and warranties which specifically relate to a particular date or period shall be true and correct as correct, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of such date the Private Placement and for such periodthe Change of Management, and Target each member of the Initial Investor Group shall have received provided to Target a certificate to certifying such effect signed accuracy on behalf of Kintera and Merger Sub by an officer of each of Kintera and Merger Sub authorized to execute agreements on Kintera's or Merger Sub's behalf; (b) Kintera and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Target will have no knowledge to the contrary; (b) the Initial Investor Group shall have received complied with its covenants and obligations herein, except where the failure to comply with its covenants or obligations, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target a certificate certifying compliance with such covenants on the Closing Date, and Target will have no knowledge to such effect signed on behalf of Merger Sub and Kintera by an officer of Merger Sub and Kinterathe contrary; (c) Kintera the Initial Investor Group shall have executed and delivered cause the Stockholders AgreementCorporation to extinguish all indebtedness owing pursuant to the Bonds at Closing; (d) Target shall have received from Merger Sub properly executed Unit Subscription Agreements and KinteraInvestor Group Subscription Agreements, respectivelytogether with certified cheques or bank drafts or other forms of payment and other required items, written evidence that the execution, delivery and performance of Merger Sub's and Kintera's obligations under this Agreement have been duly and validly approved and authorized delivered by the Board applicable Subscribers as contemplated in Section 2.1(c) (including, for greater certainty, for the number of Directors Units and/or Investor Group Units, as applicable, described in Section 2.1(a)) to the satisfaction of Merger Sub and the Board of Directors of Kintera;Target, acting reasonably; and (e) Kintera Target shall have delivered be satisfied, acting reasonably, that immediately upon completion of the Offer Letters Private Placement and the payment in the form attached hereto as Exhibit B-1 full of all indebtedness owing pursuant to the Founders Bonds and in the form attached hereto as Exhibit B-2 subject to the other Employees; (f) Kintera resignations of the Old Board and Old Executives, that the members of the New Board shall have delivered an Option Agreement be appointed to each holder fill the vacancies created by the resignations of the Old Board without the necessity of a New Option in the amount set forth on Schedule 5.6; (g) Kintera shall have delivered a photocopy meeting of the certificates representing Target Shareholders and the Escrow Securities; and (h) New Executives shall be appointed as officers of Target. The conditions in this Section 5.3 are for the exclusive benefit of Target shall have received from Kintera and Merger Sub such other documents as may be asserted by Target regardless of the circumstances or may be waived by Target in its counsel shall have reasonably requestedsole discretion, in form whole or in part, at any time and substance reasonably satisfactory from time to such counsel. ARTICLE VIIItime without prejudice to any other rights which Target may have, subject to Section 7.1.

Additional Conditions to Obligations of Target. The obligation of Target to close the transactions contemplated hereby is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Target: (a) The representations and warranties of each of Kintera Acquiror and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except for (i) changes contemplated by this Agreement and (ii) that representations and warranties which specifically relate to a particular date or period shall be true and correct as of such date and for such period, and Target shall have received a certificate to such effect signed on behalf of Kintera Acquiror and Merger Sub by an officer of each of Kintera Acquiror and Merger Sub authorized to execute agreements on Kintera's Acquiror’s or Merger Sub's ’s behalf; (b) Kintera Acquiror and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Target shall have received a certificate to such effect signed on behalf of Merger Sub and Kintera Acquiror by an officer of Merger Sub and KinteraAcquiror; (c) Kintera Acquiror shall have executed and delivered the Stockholders Securityholders Agreement; (d) Target shall have received from Merger Sub and KinteraAcquiror, respectively, written evidence that the execution, delivery and performance of Merger Sub's ’s and Kintera's Acquiror’s obligations under this Agreement have been duly and validly approved and authorized by the Board of Directors of Merger Sub and the Board of Directors of KinteraAcquiror; (e) Kintera Acquiror shall have delivered the Offer Letters offer letters in the form attached hereto as Exhibit B-1 D-1 to the Founders Target Stockholders; in the form attached hereto as Exhibit D-2 to each of Certain Employees and other employees listed on Schedule 6.2(d); and in the form attached hereto as Exhibit B-2 D-3 to the other Employees; (f) Kintera shall have delivered an Option Agreement to each holder employees of a New Option in the amount set forth on Schedule 5.6; (g) Kintera shall have delivered a photocopy of the certificates representing the Escrow SecuritiesTarget; and (hf) Target shall have received from Kintera Acquiror and Merger Sub such other documents as its Target’s counsel shall have reasonably requested, in form and substance reasonably satisfactory to such counsel. ARTICLE VIII.

Additional Conditions to Obligations of Target. The obligation of Target to close the transactions contemplated hereby is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Target: (a) The representations and warranties of each of Kintera Acquiror and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except for (i) changes contemplated by this Agreement and (ii) that representations and warranties which specifically relate to a particular date or period shall be true and correct as of such date and for such period, and Target shall have received a certificate to such effect signed on behalf of Kintera Acquiror and Merger Sub by an officer of each of Kintera Acquiror and Merger Sub authorized to execute agreements on KinteraAcquiror's or Merger Sub's behalf; (b) Kintera Acquiror and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Target shall have received a certificate to such effect signed on behalf of Merger Sub and Kintera Acquiror by an officer of Merger Sub and KinteraAcquiror; (c) Kintera Acquiror shall have executed and delivered the Stockholders Securityholders Agreement; (d) Target shall have received from Merger Sub and KinteraAcquiror, respectively, written evidence that the execution, delivery and performance of Merger Sub's and KinteraAcquiror's obligations under this Agreement have been duly and validly approved and authorized by the Board of Directors of Merger Sub and the Board of Directors of KinteraAcquiror; (e) Kintera Acquiror shall have delivered the Offer Letters offer letters in the form attached hereto as Exhibit B-1 D-1 to the Founders Target Stockholders; in the form attached hereto as Exhibit D-2 to each of Certain Employees and other employees listed on Schedule 6.2(d); and in the form attached hereto as Exhibit B-2 D-3 to the other Employees; (f) Kintera shall have delivered an Option Agreement to each holder employees of a New Option in the amount set forth on Schedule 5.6; (g) Kintera shall have delivered a photocopy of the certificates representing the Escrow SecuritiesTarget; and (hf) Target shall have received from Kintera Acquiror and Merger Sub such other documents as its Target's counsel shall have reasonably requested, in form and substance reasonably satisfactory to such counsel. ARTICLE VIII.