Common use of Conditions to Obligations of Purchaser Clause in Contracts

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: (a) The Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; (b) The representations and warranties of Seller in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be under this Agreement are subject to the fulfillment at or prior satisfaction (or, if applicable, waiver in the sole discretion of Purchaser, except as to Closing the condition described in (c)) as of the Closing, of each of the following additional conditions, except as the Purchaser may waive in writing: (a) The All of the covenants required by this Agreement to be complied with and performed by Seller on or before the Closing Date shall have been duly complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closingrespects; (b) The All of the representations and warranties of made by Seller herein or in this Agreement shall have been true and correct on any certificate or other document delivered pursuant to the date provisions hereof or thereof, as applicable, and such representations and warranties thereof or in connection with the transactions contemplated hereby or thereby shall be true and correct in all material respects, on and at as of the Closing (except those, if any, expressly stated to be true and correct at an earlier date)Date, with the same force and effect as though such representations and warranties had been made on and at the ClosingClosing Date; (c) The Seller Regulatory Approvals, which shall include no Material Condition applicable to Purchaser, shall have delivered the Share Materials been obtained; (d) The Estimated Payment Amount shall have been paid by Seller to the Purchaser Purchaser, as described in contemplated by Section 1.02 above3.2; and (e) Purchaser shall have received the items to be delivered by Seller pursuant to Section 5.3.

Conditions to Obligations of Purchaser. The obligations of the -------------------------------------- Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and Battle Mountain shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller and Battle Mountain in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the --------------------------------------- Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and Battle Mountain shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller and Battle Mountain in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The Seller the Sellers shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller Sellers in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate effect the transactions contemplated hereby by this Agreement shall be further subject to the fulfillment satisfaction at or prior to the Closing of the following additional conditions, except as the Purchaser any or all of which may waive be waived, in writingwhole or in part, by Purchaser: (a) The Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; (b) The representations and warranties of Seller contained in Article III of this Agreement shall have been true and correct on the date hereof that are qualified by reference to materiality or thereof, as applicable, and such representations and warranties Material Adverse Effect shall be true and correct on in all respects, and at the Closing (except those, if any, expressly stated to representations and warranties of Seller contained in Article III of this Agreement that are not so qualified shall be true and correct in all material respects, at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), ; (b) Seller shall have performed and complied with the same force in all material respects all agreements and effect as though such representations and warranties had been made on and covenants required to be performed or complied with by Seller under this Agreement at or prior to the Closing; (c) The Purchaser shall have received from Seller a certificate, dated the Closing Date, duly executed by an officer of Seller, to the effect of Section 6.2(a) and Section 6.2(b) above; and (d) Seller shall have delivered or caused to be delivered to Purchaser each of the Share Materials to the Purchaser as described documents specified in Section 1.02 above; and2.4(b) hereof.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate effect the transactions contemplated hereby shall be Closing are further subject to the fulfillment satisfaction or waiver at or prior to the Closing of the following additional conditions, except as the Purchaser may waive in writing: (a) The the representations and warranties of the Sellers shall be true and correct in all material respects as of the Closing Date; provided, that for this purpose any representation or warranty of a Seller in this Agreement that is made only as of a specific date shall be required to be true and correct (to the extent specified above) only as of the specific date; (b) the Sellers shall have complied with and performed in all material respects all of the terms, covenants, agreements its covenants and conditions contained in this Agreement which are obligations required to be complied with and performed on by them under this Agreement at or prior to the Closing;; and (bc) The representations and warranties each of Seller the conditions set forth in this Article V of the Company Stock Purchase Agreement shall have been true and correct on satisfied or waived, such that the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at closing provided for in the Company Stock Purchase Agreement will take place concurrently with the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described provided for in Section 1.02 above; andthis Agreement.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and Spartan shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller and Spartan in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and the Company shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller and the Company in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and the Companies shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller and the Companies in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The Seller the Sellers and Suncross shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller Sellers and Suncross in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate consummdt the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the ofhe following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements greements and conditions contained in this Agreement which are arc required to be complied with ith and performed on or prior to Closing; ; and (bh) The the representations and warranties of Seller in i this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and applicable Iind such representations and warranties shall be true and correct on and at the Closing (except e&ept those, if any, expressly stated to be true and correct at an earlier date), with the same force and fore nd effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated hereby Purchase shall be subject to the fulfillment at or prior to Closing satisfaction of the following additional conditions, except as the Purchaser any or all of which may waive be waived in writing, in whole or in part, by Purchaser to the extent permitted by Applicable Law: (aA) The Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; (b) The representations and warranties of Seller in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties contained herein shall be true and correct on and at the Closing in all material respects (except thosefor representations and warranties that are qualified as to materiality, if any, expressly stated to which shall be true and correct at an earlier datecorrect), with the same force and effect as though such representations and warranties had been made on and at the Closing; (cB) The Seller shall have performed all agreements contained herein required to be performed by it at or before the Closing; and (C) Seller shall have executed and delivered each of the Share Materials Closing Documents; ii. Purchaser shall have received, at Purchaser’s expense, a marked commitment for owner’s title insurance, in form acceptable to Purchaser, insuring title to the Purchaser as described in Section 1.02 aboveEasement; iii. Between the Effective Date and the Closing Date, no event shall have occurred that has had or is reasonably expected to have a Material Adverse Effect on the Tower Assets; and

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and Urbanalien shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; (b) The Urbanalien shall have no liabilities other than the $75,000 liability owed to ▇▇▇▇▇▇▇▇▇, and (c) the representations and warranties of Seller and Urbanalien in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate effect the transactions contemplated hereby Closing shall be subject to satisfaction (or, to the fulfillment extent permitted by applicable Law, waiver by Purchaser, in whole or in part) at or prior to the Closing of the following additional conditions, except as the Purchaser may waive in writing: (a) The Seller shall have complied with and performed in all material respects all Each of the terms, covenants, agreements representations and conditions warranties of Seller contained in this Agreement Article V shall be true and correct as of the Closing as if made at the Closing (other than such representations and warranties as are made as of another date, which are required shall be true and correct as of such date), except in either case where any failure of such representations and warranties to be complied with so true and performed on or prior to Closingcorrect has not had a Material Adverse Effect; (b) The representations Each of the covenants and warranties of Seller agreements contained in this Agreement to be complied with by Seller on or before the Closing shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), complied with the same force and effect as though such representations and warranties had been made on and at the Closing;in all material respects; and (c) The Seller Purchaser shall have delivered received a certificate, dated as of the Share Materials Closing Date, signed on behalf of Seller by an officer of Seller to the Purchaser as described effect that the conditions set forth in Section 1.02 above; and9.3(a) and Section 9.3(b) have been satisfied by Seller.

Conditions to Obligations of Purchaser. The obligations of the Purchaser Purchasers to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and Paracap shall have complied with and performed preformed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed preformed on or prior to Closing; ; and (b) The the representations and warranties of Seller and Paracap in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same came force and effect effects as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The Seller the Sellers and the Company shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller Sellers and the Company in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate pay the transactions contemplated hereby Purchase Price to Seller and to satisfy its other obligations hereunder shall be subject to the fulfillment (or waiver by Purchaser) at or prior to Closing the Closing, of the following additional conditions, except as the Purchaser may waive in writingwhich Seller agrees to use its best efforts to cause to be fulfilled: (a) The Seller shall have complied with and performed in all material respects all of the termsREPRESENTATIONS, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; (b) PERFORMANCE The representations and warranties of Seller contained in Section 3 hereof shall be true in all material respects at and as of the Closing Date, except as affected by the transactions contemplated hereby. Seller shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed, or complied with, by it prior to or on the Closing Date. There shall have been true and correct on no material adverse change in the date hereof or thereofQualified Customer Accounts. (b) CONSENTS Any required material approvals, as applicableacceptances, and such representations and warranties shall be true and correct on and at consents of or to the Closing (except thosetransactions contemplated hereby, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials been applied for, including notice to the Purchaser as described in Section 1.02 above; andapplicable public service commission.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: (a) The Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; (b) The representations and warranties of Seller in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; andand Page 6 of 10Stock Purchase Agreement - OrangeMonaker Group, Inc.October 2019

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The the Seller and Suncross shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller and Suncross in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing: : (a) The Seller the Sellers shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; ; and (b) The the representations and warranties of Seller Sellers in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; (c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and.

Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be under this Agreement are subject to the fulfillment at satisfaction or, if applicable, waiver in the sole discretion of Purchaser, except as to the condition described in Section 10.2(c) and Section 10.2(e) which cannot be waived on or prior to before the Closing Date, of each of the following additional conditions, except as the Purchaser may waive in writing: (a) The all of the covenants and agreements required by this Agreement to be complied with and performed by Seller on or before the Closing Date shall have been duly complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closingrespects; (b) The the representations and warranties of made by Seller in this Agreement shall have been true and correct on in any certificate or other document delivered pursuant to the date hereof provisions of this Agreement or thereofin connection with the transactions contemplated by this Agreement, as applicable, and such representations and warranties shall be true and correct in all material respects, on and at as of the date of this Agreement and the Closing (except those, if any, expressly stated to be true and correct at an earlier date)Date, with the same force and effect as though such representations and warranties had been made on and at the ClosingClosing Date; provided, however, that for the purposes of determining the satisfaction, no effect shall be given to any exception or qualification in such representations relating to materiality or a Material Adverse Effect; (c) The Seller the Regulatory Approvals shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; andbeen obtained and shall be Final;