Common use of Conditions to Each Purchaser’s Obligations Clause in Contracts

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.13(a), (b) or (c) or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; (c) the shares of Common Shares continue to be either (i) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no notice of suspension or proposed delisting by such exchange shall have been delivered to the Company; and (d) the Company shall have delivered, or caused to be delivered, to the Purchaser the Company’s closing deliveries described in Section 2.06(a), as applicable.

Conditions to Each Purchaser’s Obligations. The obligation of a each Purchaser to consummate its the purchase of Purchased Shares shall be the Units contemplated by this Agreement is subject to the satisfaction on of the following conditions, any of which may be waived in writing by such Purchaser: (a) There shall be no Judgment to which such Purchaser is a party or by or to which such Purchaser is bound restraining, enjoining or preventing the consummation of the transactions contemplated hereby. (b) The Seller shall have performed in all material respects all of its obligations hereunder to be performed by Seller at or prior to the Closing Date of and each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company contained in Section 3 of this Agreement shall be true and correct in all material respects as of the date hereof and the Closing Date, with the same effect as if then made. (other than those representations c) The Seller shall have delivered the documents and warranties contained instruments required pursuant to Section 2, together with one or more certificates, executed by the Seller as to the matters referred to in Section 3.01, Section 3.02, Section 3.13(a), paragraph (b) above, together with one or (c) or Section 3.17 or other representations more certificates, executed by, the Seller as to the representation and warranties that are qualified by materiality or Material Adverse Effect, which, set forth in each case, shall be Section 3 being true and correct in all respects) when made and material respects as of the Closing Date (except that representations date hereof and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; (c) , with the shares of Common Shares continue to be either (i) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no notice of suspension or proposed delisting by such exchange shall have been delivered to the Company; and (d) the Company shall have delivered, or caused to be delivered, to the Purchaser the Company’s closing deliveries described in Section 2.06(a), same effect as applicableif then made.

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Shares Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.13(a)3.03, (b) or (c) Section 3.13, Section 3.16 or Section 3.17 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; (c) the shares of Common Shares continue to be either (i) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no NYSE shall have authorized, upon official notice of suspension or proposed delisting by such exchange shall have been delivered to issuance, the Company; andlisting of the Purchased Common Units and the Conversion Units; (d) no notice of delisting from the Company NYSE shall have been received by the Partnership with respect to the Common Units; (e) there shall not have occurred a Material Adverse Effect; (f) the Partnership shall have delivered, or caused to be delivered, to the Purchaser the CompanyPartnership’s closing deliveries described in Section 2.06(a), as applicable; and (g) the Partnership shall have sold Common Units on or after the date hereof, whether in the Public Offering or otherwise, and including the Purchased Common Units to be sold and purchased hereunder and any Common Units to be issued pursuant to the Contribution Agreement, for aggregate consideration of at least $400 million.

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Shares Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.13(a)3.03, (b) or (c) Section 3.13, Section 3.16 or Section 3.17 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; (c) the shares NYSE shall have authorized, subject to official notice of issuance, the listing of the Purchased Common Shares continue to be either Units and the Conversion Units; (id) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no notice of suspension or proposed delisting by such exchange from the NYSE shall have been delivered received by the Partnership with respect to the CompanyCommon Units; (e) there shall not have occurred a Material Adverse Effect; and (df) the Company Partnership shall have delivered, or caused to be delivered, to the Purchaser the CompanyPartnership’s closing deliveries described in Section 2.06(a), as applicable.

Conditions to Each Purchaser’s Obligations. The obligation of a each Purchaser to consummate its purchase of Purchased Shares shall the Securities to be purchased by it hereunder is subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Date, of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) the The representations and warranties of the Company Issuer contained in this Agreement herein shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.13(a), (b) or (c) or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made on and as of the Closing Date (except that representations as if made on and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) date; the Company Issuer shall have performed and complied in all material respects with all of the covenants and agreements contained in required by this Agreement that are required to be performed or complied with by it on at or prior to the Closing Date; and such Purchaser shall have received a certificate dated the Closing Date signed by an authorized officer of the Issuer to the foregoing effect; (b) The Securityholders Agreement shall have been executed and delivered by the Issuer; (c) Such Purchaser shall have received duly executed certificates representing the shares of Common Shares continue to be either (i) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no notice of suspension or proposed delisting Securities being purchased by such exchange shall have been delivered to the Company; andPurchaser pursuant hereto; (d) the Company Such Purchaser shall have delivered, or caused to be delivered, received all documents reasonably requested by it relating to the Purchaser existence of the Company’s closing deliveries described Issuer, the corporate authority for entering into, and the validity of, this Agreement, the Securityholders Agreement and the Securities, all in form and substance reasonably satisfactory to it; (e) The consents and approvals identified in Section 2.06(a), as applicable.3.03 shall have been received and not withdrawn;

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Shares Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the applicable such Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties Fundamental Representations contained in Section 3.01, Section 3.02, Section 3.13(a), (b) Article III or (c) or Section 3.17 or portions of other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; (c) the shares NYSE shall have authorized, upon official notice of issuance, the listing of the Conversion Units; (d) no notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Shares continue to Units; (e) there shall not have occurred and be either continuing (i) quoted on the OTCQX Market quotation system a Material Adverse Effect or (ii) listed on a national securities exchange registered under the Exchange Act and no notice of suspension or proposed delisting by such exchange shall have been delivered to the CompanyCombined Entity Material Adverse Effect; and (df) the Company Partnership shall have delivered, or caused to be delivered, to the Purchaser the CompanyPartnership’s closing Closing deliveries described in Section 2.06(a)2.06, as applicable.

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Shares Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.13(a)3.03, (b) or (c) Section 3.13, Section 3.16 or Section 3.17 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);only); (b) the Company Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date;Date; (c) the shares of Common Shares continue to be either (i) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no NYSE shall have authorized, upon official notice of suspension or proposed delisting by such exchange shall have been delivered to issuance, the Company; andlisting of the Purchased Common Units and the Conversion Units; (d) no notice of delisting from the Company NYSE shall have been received by the Partnership with respect to the Common Units; (e) there shall not have occurred a Material Adverse Effect; (f) the Partnership shall have delivered, or caused to be delivered, to the Purchaser the CompanyPartnership’s closing deliveries described in Section 2.06(a), as applicableapplicable; and (g) the Partnership shall have sold Common Units on or after the date hereof, whether in the Public Offering or otherwise, and including the Purchased Common Units to be sold and purchased hereunder and any Common Units to be issued pursuant to the Contribution Agreement, for aggregate consideration of at least $400 million.

Conditions to Each Purchaser’s Obligations. The obligation of a each Purchaser to consummate its purchase of the Purchased Shares shall be Securities is subject to the satisfaction on or prior waiver by Advent of the following conditions: (a) No provision of any applicable law or regulation shall have been enacted, no judgment, injunction, order, decree or arbitration award shall have been issued, and no Suit, of which any party hereto shall have received notice, shall be pending or threatened, in any case which seeks to prohibit, and which could reasonably be expected to result in the enjoinment of, any of the transactions contemplated by this Agreement. (b) The Company shall not have received notice from Nasdaq with respect to any material issues relating to the Closing Date Notification Form for Listing of each Additional Shares filed pursuant to Section 5.04(f) hereof that remain unresolved. (c) No event or series of related events shall have occurred that shall have had or that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):shall have been satisfied: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.13(a), (b) or (c) or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (bi) the Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are its obligations hereunder required to be performed or complied with by it on or prior to the Closing Date; (cii) the shares representations and warranties of Common Shares continue the Company and each of the other Purchasers made in this Agreement which are qualified as to be either (i) quoted on the OTCQX Market quotation system “materiality,” “Material Adverse Effect” or (ii) listed on a national securities exchange registered under the Exchange Act and no notice words of suspension or proposed delisting by such exchange similar meaning shall have been delivered to true and correct when made on the Company; and date hereof and shall be true and correct at and as of the Closing Date, as if made at and as of such date (d) except for representations and warranties made as of a particular date, which, on the Company shall have delivered, or caused Closing Date need to be delivered, to true and correct as of the Purchaser the Company’s closing deliveries described in Section 2.06(aparticular date referenced therein), as applicable.;

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Shares Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section Sections 3.01, Section 3.02, Section 3.13(a), (b) or (c) or Section 3.17 3.02 and 3.03 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; (c) the shares NYSE shall have authorized, upon official notice of Common Shares continue to be either issuance, the listing of the Conversion Units; (id) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no notice of suspension or proposed delisting by such exchange from the NYSE shall have been delivered received by the Partnership with respect to the CompanyCommon Units; (e) there shall not have occurred a Material Adverse Effect; and (df) the Company Partnership shall have delivered, or caused to be delivered, to the Purchaser the CompanyPartnership’s closing deliveries described in Section 2.06(a2.07(a), as applicable.