Common use of Conditions to Obligations of the Parties Clause in Contracts

Conditions to Obligations of the Parties. The obligations of Mach One, Pacific Rim and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim Shareholders listed in Exhibit A and Mach One in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim Shareholders listed in Exhibit A and Mach One shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach OneBEKEM METALS, Pacific Rim KAZAKH METALS and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim KAZAKH METALS Shareholders listed in Exhibit A and Mach One BEKEM METALS in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim KAZAKH METALS Shareholders listed in Exhibit A and Mach One BEKEM METALS shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach OneMACH ONE, Pacific Rim CERES and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim CERES Shareholders listed in Exhibit A and Mach One MACH ONE in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim CERES Shareholders listed in Exhibit A A, Ceres and Mach One MACH ONE shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach One, Pacific Rim ESSXSPORT and those MBH Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim MBH Shareholders listed in Exhibit A and Mach One ESSXSPORT in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim MBH Shareholders listed in Exhibit A and Mach One ESSXSPORT shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach One, Pacific Rim Capsalus and those Shareholders listed in Exhibit A under this Agreement the Seller shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim Shareholders listed in Exhibit A the Seller and Mach One Capsalus in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim Shareholders listed in Exhibit A the Seller, the Company and Mach One Capsalus shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach OneFZON, Pacific Rim PROFIRE and those the PROFIRE Shareholders listed in Exhibit A B under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim the PROFIRE, the PROFIRE Shareholders listed in Exhibit A B and Mach One FZON in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim PROFIRE, the PROFIRE Shareholders listed in Exhibit A B and Mach One FZON shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach OneEMPS RESEARCH, Pacific Rim CONDESA and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim CONDESA Shareholders listed in Exhibit A and Mach One EMPS RESEARCH in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim CONDESA Shareholders listed in Exhibit A and Mach One EMPS RESEARCH shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach OneARROW CARS INTERNATIONAL INC, Pacific Rim and those Shareholders listed in Exhibit A under this Agreement AC AND THE STOCKHOLDERS shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim Shareholders listed in Exhibit A the AC STOCKHOLDERS and Mach One in ACI INCin this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim Shareholders listed in Exhibit A AC STOCKHOLDERS and Mach One ACI INC shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach OneZ▇▇▇▇▇▇▇▇, Pacific Rim 2050 MOTORS and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim 2050 MOTORS Shareholders listed in Exhibit A and Mach One Z▇▇▇▇▇▇▇▇ in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim 2050 MOTORS Shareholders listed in Exhibit A A, 2050 MOTORS and Mach One Z▇▇▇▇▇▇▇▇ shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach One, Pacific Rim Flooring Zone and those Shareholders listed in Exhibit A C▇▇▇▇▇▇ under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim Shareholders listed in Exhibit A Flooring Zone and Mach One C▇▇▇▇▇▇ in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim Shareholders listed in Exhibit A Flooring Zone and Mach One C▇▇▇▇▇▇ shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.

Conditions to Obligations of the Parties. The obligations of Mach OneGEII, Pacific Rim GEP and those Shareholders listed in Exhibit A under this Agreement the Stockholder shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) All representations and warranties made by Pacific Rim Shareholders listed in Exhibit A the GEP Stockholder and Mach One GEII in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) Pacific Rim Shareholders listed in Exhibit A GEP Stockholder and Mach One GEII shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.