Common use of Conditions to Obligation of Purchaser Clause in Contracts

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Acquisition is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions: (a) (i) The representations and warranties of Seller in this Agreement set forth in Section 3.01 (Organization and Standing; Qualification), Section 3.02 (Authority, Execution and Delivery; Enforceability) and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) shall be, except for any de minimis inaccuracies, true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) each of the other representations and warranties of Seller or any Seller Subsidiary in this Agreement or in any schedule or certificate delivered pursuant to this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), for inaccuracies of such representations and warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect (provided, that for purposes of determining the accuracy of such representations and warranties in this clause (ii), all materiality and Business Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded). 101951134.15

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Acquisition is transactions contemplated hereby are subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following further conditions: (a) (i) The Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) (A) the representations and warranties of Seller in this Agreement set forth contained in Section 3.01 (Organization and Standing; Qualification), Section 3.02 (Authority, Execution and Delivery; Enforceability) 2.01 and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) 2.02 shall be, except for any de minimis inaccuracies, be true and correct as of the date hereof and in all respects as of the Closing Date as though if made on the Closing Date (except to the extent such representations at and warranties expressly relate to an earlier date, in which case as of such earlier date)time, and (iiB) each of the all other representations and warranties of Seller or any Seller Subsidiary contained in this Agreement or in any schedule or certificate delivered pursuant to this Agreement Article 2 hereof shall be true and correct as (without giving effect to any “material”, “materially”, “Material Adverse Effect”, “material adverse effect”, or similar qualifiers contained in any of the date hereof such representations and warranties other than those contained in Section 2.05(a), Section 2.05(c), Section 2.06, Section 2.09(d), Section 2.10, Section 2.12(a), Section 2.13(a), Section 2.13(b), Section 2.13(c), Section 2.14(a), Section 2.16, Section 2.21(b), Section 2.22 and Section 2.26) as of the Closing Date as though if made on the Closing Date at and as of such time (except to the extent other than those representations and warranties made as of a specified date, which such representations and warranties expressly relate to an earlier date, shall be true and correct in which case all respects as of such earlier specified date), except, in the case of this clause (ii), except for inaccuracies of such representations failures to be true and warranties the circumstances giving rise correct that do not have and could not reasonably be expected to whichhave, individually or in the aggregate, a Material Adverse Effect, and (iii) Purchaser shall have received a certificate signed by an officer of Seller to the foregoing effect. (b) Seller shall have delivered, or caused to be delivered, to Purchaser all of the deliveries required by Section 1.05(c)(i)-(xii). (c) Seller shall have delivered written evidence that all material filings, notices, consents or approvals that are required to be made or obtained prior to the Closing pursuant any so called “transaction triggered” provisions of any Environmental Law in connection with the consummation of the transaction contemplated by this Agreement, including any and all filings, notices, consents and approvals required under ISRA prior to the Closing, have been made or obtained. (d) Since the date hereof there shall not have occurred any event, circumstance, development, state of facts, occurrence, change or effect that has had and or would not reasonably be expected to have have, individually or in the aggregate, a Business Material Adverse Effect (provided, that for purposes of determining the accuracy of such representations and warranties in this clause (ii), all materiality and Business Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded). 101951134.15Effect.

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate the Acquisition transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions: (a) (i) The the representations and warranties of Seller in this Agreement set forth in Section 3.01 (Organization and Standing; Qualification), Section 3.02 (Authority, Execution and Delivery; Enforceability) and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) 4 hereof shall be, except for any de minimis inaccuracies, be true and correct as of the date hereof in all material respects at and as of the Closing Date as though made Date; (b) Seller and Stockholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (c) Seller and Stockholder shall have procured all of the third party consents specified on Schedule 7.1(c); (d) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (i) prevent consummation of any of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier datetransactions contemplated by this Agreement, in which case as of such earlier date), and (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Purchaser to own, operate, or control the Assets (and no such judgment, order decree, stipulation, injunction, or charge shall be in effect); (e) Seller shall have delivered to Purchaser a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 7.1(a)-(d) is satisfied in all respects; (f) [INTENTIONALLY DELETED]; (g) [INTENTIONALLY DELETED]; (h) Purchaser shall have received from each person listed in Schedule 7.1(h) an executed Compliance Agreement in substantially the form and substance attached hereto as Exhibit C; (i) all actions and approvals to be taken by Seller or Stockholder in connection with the consummation of the transactions contemplated hereby (including approval of Seller's or Stockholder's stockholders if required by law) and all certificates, opinions, instruments, and other representations documents required to effect the transactions contemplated hereby will be satisfactory in form and warranties substance to Purchaser; (j) Purchaser shall have received from ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel for Seller and Stockholder, an opinion addressed to Purchaser dated the date of the Closing, and in form and substance attached hereto as Exhibit D; (k) [INTENTIONALLY DELETED]; (l) [INTENTIONALLY DELETED]; (m) Seller shall not have experienced any material adverse change in the Business; (n) Seller shall not have lost any continuing material customer or customers nor shall the same have significantly curtailed the buying of services from Seller. For purposes of this Section 7.1(n), a "material customer" shall mean a customer to whom Seller invoiced at least $50,000 of services in calendar year 1999; and (o) Purchaser shall have received from Seller an executed Transition Services Agreement in form and substance substantially similar to Exhibit E hereto, pursuant to which certain employees of Seller or designated on Schedule 7.1(o) hereto shall be assigned to Purchaser, and shall be dedicated exclusively and devoted full-time to performing the services requested by Purchaser in connection with the operation of the Business (the "Transition Services Agreement"). Purchaser may waive any Seller Subsidiary condition specified in this Agreement Section 7.1 if it executes a writing so stating at or in any schedule or certificate delivered pursuant to this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except prior to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), for inaccuracies of such representations and warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect (provided, that for purposes of determining the accuracy of such representations and warranties in this clause (ii), all materiality and Business Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded). 101951134.15Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate effect the Acquisition Transaction is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions, unless waived, in whole or in part, by Purchaser: (a) (i) The 3.2.1. Each of the representations and warranties of Seller in this Agreement the Sellers set forth in Section 3.01 (Organization and Standing; Qualification)ARTICLE 4 below, Section 3.02 (Authority, Execution and Delivery; Enforceability) and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) shall be, except for any de minimis inaccuracies, be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality of Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties speak expressly relate to as of an earlier date, in which case as of such earlier date), and (ii) each of the other representations and warranties of Seller or any Seller Subsidiary in this Agreement or in any schedule or certificate delivered pursuant to this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), for inaccuracies of such representations and warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect (provided, that for purposes of determining the accuracy of such representations and warranties in this clause (ii), all materiality and Business Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregardedtrue and correct in all material respects as of such earlier date) as though made on and as of such date; 3.2.2. Sellers 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 no breach of any material covenant included in ARTICLE 7 has occurred; 3.2.3. The members of Avanxo (Bermuda) Limited passing a resolution (in a form satisfactory to the Purchaser), authorizing the person(s) signing this Agreement to so sign and confirming that the proposed sale of the Shares in the manner set out in this Agreement is in accordance with the provisions of its constitutional documents; 3.2.4. 101951134.15Sellers shall have provided evidence reasonably satisfactory to the Purchaser of the transfer to Avanxo or any Subsidiary, as applicable, of any and all shares held by any entity or individual (including but not limited to Sellers and/or Key Employees) in the applicable Subsidiaries’ corporate stock including but not limited to those listed in Schedule 3.2.4; 3.2.5. Sellers having obtained the requisite waivers of any rights of first refusal or other restrictions on transfer from the members of Avanxo in respect of the sale of their respective proportion of the Shares to the Purchaser; 3.2.6. As provided in Section 2.2.5 above, the Sellers shall have delivered letters of resignation, release and waivers of claim (in a form satisfactory to the Purchaser) as Avanxo’s and/or Subsidiaries’ officers, managers and managing members effective on and from the Closing Date; 3.2.7. Sellers shall have provided evidence reasonably satisfactory to the Purchaser of the termination of (i) any shareholders’ agreement entered into by and among Avanxo and any of the Sellers, including but not limited to the Shareholders’ Agreement of Avanxo dated as of November 22, 2013, entered into by and between the persons listed in Schedule 3.2.7, as amended and/or complemented by additional documents (the “Shareholders’ Agreement”), (ii) the Side Letter among the persons listed in Schedule 3.2.7, dated November 19, 2013, regarding the maintenance of the Put Option set forth in the shareholders agreement of Avanxo Bermuda Limited, dated November 30, 2009, (iii) the Letter Agreement among the persons listed in Schedule 3.2.7 setting forth certain indemnification obligations, dated December 28, 2009, (iv) the consulting agreement between the parties listed in Schedule 3.2.7, dated January 11, 2018, and (v) the office management, legal, financial and consulting services agreement between the parties listed in Schedule 3.2.7 dated August 1, 2018; 3.2.8. Sellers shall have provided a release from the persons listed in Schedule 3.2.8 of the full payment and absence of any owed amounts regarding fees or any other amount owed to such persons in connection with the rendering of consulting services, management, operational developments, strategic planning and strategic alliances, performance reviews, access to Marseilles’s network of business relationships, partners and advisors or any other advice, service or assessment pursuant to Section 8 of the Shareholders’ Agreement, or pursuant to any other arrangement entered into by and among all or some of the persons listed in Schedule 3.2.8 and the Company prior to the Closing Date; 3.2.9. All approvals, consents, ratifications, permissions, permits, waivers or authorizations (including any governmental approval, authorization or clearance and the waivers under the agreements listed in Schedule 3.2.9) required for the purchase and sale of the Shares shall have been obtained and are in full force and effect; 3.2.10. There shall not have occurred any Material Adverse Effect, and no event, circumstance or other Effect shall have occurred or shall exist that, in combination with all other events, circumstances and other Effects, would reasonably be expected to have or result in a Material Adverse Effect. “Material Adverse Effect” means any change, event, effect, claim, circumstance or matter (each, an “Effect”) that (considered together with all other Effects) is, or would reasonably be expected to be or to become, materially adverse and relating to (a) the condition, usefulness, value or prospective benefits of the Shares; (b) the condition, liabilities, operations, results of operations or prospects of the businesses operated by the Company; or (c) Purchaser’s right or ability to own or otherwise exercise rights of a holder of the Shares provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to (i) changes in the general economic or political conditions or the financing, banking, currency, capital markets, markets, or industries in which the Company conduct its businesses that are not reasonably expected to have a disproportionate adverse impact on the Company; (ii) changes in Laws or interpretations thereof or changes in accounting requirements or principles that are not reasonably expected to have a disproportionate adverse impact on the Company; (iii) Purchaser’s announcement of the pendency or consummation of the transactions contemplated by this Agreement or other communication by Purchaser or any of its Affiliates of its plans or intentions (including in respect of employees) with respect to the business; (iv) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof, whether or not commenced before or after the date of this Agreement; or (v) any action required to be taken after the date of this Agreement under any (A) Law or, (B) judgment, in each case existing as of the date of this Agreement and disclosed by the Sellers to Purchaser in the Disclosure Schedule;

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Acquisition transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions: (a) (i) The the representations and warranties of Seller in this Agreement set forth in Section 3.01 (Organization and Standing; Qualification), Section 3.02 (Authority, Execution and Delivery; Enforceability) and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) 3 above shall be, except for any de minimis inaccuracies, be true and correct as of the date hereof in all material respects at and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and Date; (ii) HTS shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) HTS shall have delivered to Purchaser a certificate, signed by its Chief Financial Officer, to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) Purchaser shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (vi) HTS shall have executed and delivered the License Agreement and the Security Agreement; (vii) All required third party consents, including contract assignments for material Contracts shall have been obtained; (viii) All employees listed on Disclosure Schedule shall have executed an employment offer letter regarding their employment by Purchaser in form and substance acceptable to Purchaser (ix) all actions to be taken by HTS in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other representations documents required to effect the transactions contemplated hereby, including, but not limited to, transfer of all Trademarks, execution of the bill ▇▇ sale and warranties assignment of Seller or contracts will be reasonably satisfactory in form and substance to Purchaser. Purchaser may waive any Seller Subsidiary condition specified in this Agreement Section 6(a) if it executes a waiver in writing so stating at or in any schedule or certificate delivered pursuant to this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except prior to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), for inaccuracies of such representations and warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect (provided, that for purposes of determining the accuracy of such representations and warranties in this clause (ii), all materiality and Business Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded). 101951134.15Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Acquisition transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions: (a) (i) The the representations and warranties of Seller in this Agreement set forth in Section 3.01 (Organization and Standing; Qualification), Section 3.02 (Authority, Execution and Delivery; Enforceability) and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) shall be, except for any de minimis inaccuracies, Article 3 will be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to made as of an earlier date, in which case as of such earlier date); (b) there will not be any judgment, and (ii) each order, decree, stipulation, injunction or charge in effect preventing consummation of the other representations and warranties of transactions contemplated by this Agreement; (c) Seller or any Seller Subsidiary in this Agreement or in any schedule or will have delivered to Purchaser a certificate delivered pursuant to this Agreement shall be true and correct as of the date hereof and executed as of the Closing Date as though made by an executive officer of Seller to the effect that the conditions specified in clause (a) above have been satisfied; (d) Seller will have delivered to Purchaser: (i) stock certificates representing all of the Shares, endorsed in blank or accompanied by duly executed assignment document documents; (ii) resignations of the directors and officers of the Company and the Subsidiaries requested by Purchaser; and (iii) a certified copy of the resolutions of the board of directors of Seller authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement; (e) the obligations of the Company with respect to the Intercompany Obligation shall have been fully terminated with no further liability to the Company; (f) Seller and the Escrow Agent will have executed and delivered to Purchaser the Escrow Agreement, and Seller will have deposited by wire transfer $17,000,000 in the escrow account established pursuant to the Escrow Agreement subject only to the Closing of this transaction; and (g) Seller has delivered to Purchaser a full and complete release, in a form acceptable to Purchaser's counsel, reflecting the release of the pledge, liens and any other encumbrances created or imposed on the Closing Date (except shares under the Credit and Pledge Agreement. Purchaser may waive any condition specified in this Section 7.1 if it executes a written waiver to that effect at or prior to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), for inaccuracies of such representations and warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect (provided, that for purposes of determining the accuracy of such representations and warranties in this clause (ii), all materiality and Business Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded). 101951134.15Closing.