Common use of Conditions to Obligations of Parent Clause in Contracts

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, any Additional Agreements and in any certificate delivered by the Target Company, the Manager or any major Shareholders pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units or the effective operation of the Business by the Company after the Closing Date.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, any the Additional Agreements and in any certificate delivered by the Target Company, the Manager Chief Executive Officer or any major Shareholders Shareholder pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units Common Stock or the effective operation of the Business by the Company after the Closing Date. (f) Parent shall have received the Financial Statements. (g) The Company has acquired (or has an agreement in place to acquire) F3 Land Surveying, Inc., a California corporation, presently wholly owned by the Company Shareholders.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s 's sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, any the Additional Agreements and in any certificate delivered by the Target Company, the Manager or any major Shareholders Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate signed by the Manager of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units or the effective operation of the Business by the Company after the Closing Date. (f) Parent shall have received from each Member a general release of all claims against the Company and their officers, directors, employees and Affiliates (other than Parent solely in connection with this Agreement and the Additional Agreements) in form satisfactory to Parent. (g) Parent shall have received final Schedules unless waived in writing by Parent. (h) Parent shall have received the Financial Statements.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, any the Additional Agreements and in any certificate delivered by the Target Company, the Manager Chief Executive Officer or any major Shareholders Shareholder pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent shall have received a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units Common Stock or the effective operation of the Business by the Company after the Closing Date.

Conditions to Obligations of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by them it at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, any the Additional Agreements and in any certificate delivered by the Target Company, the Manager or any major Shareholders Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall: : (i) be true, correct and complete in all material respects (A1) at and as of the date of this AgreementAgreement (except as provided in the disclosure schedules or as provided for in Article (V) hereof, or, (B2) if otherwise specified, when made or when deemed to have been made, and and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) Date with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) No court, arbitrator or other Authority Parent shall have issued any judgmentreceived a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (c) of this Article 9.2. (e) Parent shall have received copies of all required third party consents (including the consents of the landlords under the Leases and the consents of lenders), injunction, decree or order, or have pending before it a proceeding for the issuance of any thereofin form and substance reasonably satisfactory to Parent, and there no such third party consents shall have been revoked. (f) Parent shall have received copies of all Governmental Approvals, in form and substance reasonably satisfactory to Parent, and no such Governmental Approval shall have been revoked. (g) The Restructuring shall have been completed. (h) Parent shall have received Schedules from Company updated as of the Closing Date, which shall not be any provision of any applicable Law restraining or prohibiting materially different than the consummation Schedules provided by Company as of the Closing, date hereof. (i) The requisite majority of Parent’s shareholders shall have approved the ownership transactions contemplated by Parent this Agreement in accordance with the provisions of any Parent’s organizational documents and Delaware Law. (j) Purchaser shall have completed its due diligence investigation of the Units or the effective operation of the Business by the Company after the Closing DateCompany.

Conditions to Obligations of Parent. The obligation of Parent and Merger Sub to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s sole and absolute discretion, of all the following further conditions: (a) The Target Company shall have duly performed all of its obligations hereunder required to be performed by them it at or prior to the Closing Date. (b) All of the representations and warranties of the Target Company contained in this Agreement, any Additional Agreements and in any certificate delivered by the Target Company, the Manager or any major Shareholders Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this AgreementAgreement (except as provided in the disclosure schedules or as provided for in Article IV), or, (Bii) if otherwise specified, when made or when deemed to have been made, and (iiiii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk. (d) Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Units or the effective operation of the Business by the Company after the Closing Date. (f) Parent Parties shall have received copies of all required third party consents, in form and substance reasonably satisfactory to Parent, and no such third party consents shall have been revoked. (g) Parent Parties shall have received copies of all Governmental Approvals, in form and substance reasonably satisfactory to Parent Parties, and no such Governmental Approval shall have been revoked. (h) Parent Parties shall have received Schedules updated as of the Closing Date. (i) The requisite shareholders of Parent shall have approved the transactions contemplated by this Agreement in accordance with the provisions of Parent’s organizational documents and BVI Law. (j) The Company shall have completed the Financing.