Common use of Conditions to Obligations of the Acquiror and Sub Clause in Contracts

Conditions to Obligations of the Acquiror and Sub. The obligations of the Acquiror and Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Acquiror in its sole discretion: (a) The representations and warranties of the Company contained in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct both on the date of the Original Agreement and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company shall have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. The Acquiror shall have received from the Company a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) The Acquiror shall have received an executed counterpart of each of the Ancillary Agreements, signed by each Party other than the Acquiror or Sub. (c) Rollover Securities with an aggregate Rollover Securities Value of no less than $18,000,000 shall have been contributed to the Acquiror pursuant to the Contribution Agreements by full-time management employees of the Company, which condition will be satisfied upon the execution and delivery of binding Contribution Agreements at least equal to such amount together with the related Certificates duly endorsed for transfer and executed irrevocable stock powers authorizing a representative of the Acquiror to transfer the Rollover Securities on behalf of the signatories thereto.

Conditions to Obligations of the Acquiror and Sub. The obligations of the Acquiror and Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Acquiror in its sole discretion: (a) The representations and warranties of the Company contained in (i) Section 3.4(a) shall be true and correct in all respects other than de minimis inaccuracies therein, (ii) Section 3.1(a)(i), Section 3.2, Section 3.4(b) and Section 3.4(c) (the representations and warranties identified in clauses (i) and (ii) of this Agreement Section 6.3(a) referred to as the “Company Fundamental Representations”) shall be true and correct (without giving effect to any limitation or any Ancillary Agreement qualification as to “materiality” (including the word “material”) set forth therein) in all material respects both when made and as of the Closing Date, or any certificate delivered pursuant hereto in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date, and (iii) Article III, other than the representations and warranties referred to in clauses (i) and (ii) above shall be true and correct both on the date of the Original Agreement when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except except, in the case of this clause (iii), where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. . (b) Since December 31, 2016, there shall not have occurred a Material Adverse Effect that is continuing. (c) The Company shall have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. Closing in all material respects. (d) The Acquiror shall have received from the Company a certificate to the effect set forth in the preceding sentencesSections 6.3(a), (b) and (c), signed by a duly authorized officer thereof. (be) The Acquiror shall have received an executed counterpart of each of the Ancillary AgreementsAdjustment Escrow Agreement, signed by each Party party other than the Acquiror or Sub. (cf) Rollover Securities with an aggregate Rollover Securities Value of no less than $18,000,000 The Stockholder Representative shall have been contributed delivered or caused to be delivered to the Acquiror within 30 days of the Closing Date a certificate issued by the Company pursuant to Treasury Regulations Section 1.1445-2(c)(3) stating that an interest in the Contribution Agreements by full-time management employees Company is not a U.S. real property interest and that the Company is not nor has it been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Company, which condition will be satisfied upon Code) during the execution and delivery of binding Contribution Agreements at least equal to such amount together with the related Certificates duly endorsed for transfer and executed irrevocable stock powers authorizing a representative applicable period specified in Section 897(c) of the Code. (g) The Acquiror to transfer shall have received duly executed customary payoff letters evidencing the Rollover Securities on behalf full repayment of the signatories theretoExisting Credit Facilities of the Company or any of its Subsidiaries.