Common use of Additional Conditions to Obligations Clause in Contracts

Additional Conditions to Obligations. The obligations of the Seller and the Purchaser to consummate and effect the purchase and sale of the Offered Partnership Interest pursuant to this Agreement shall be subject to satisfaction of the following additional conditions, unless waived by the Seller and the Purchaser: (a) any applicable waiting periods under the Competition Acts shall have expired; (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions to the Purchaser's obligations, and the closing deliveries to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. The conditions to the Seller's obligations and the closing deliveries to be made to the Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Purchase Agreement. A closing under the Xxxxxxxxx LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Purchase Agreement and the Closing Date under this Agreement shall be the same date.

Additional Conditions to Obligations. The obligations of Each of the Seller and Purchasers at the Closing. The obligation of each Purchaser to purchase the Unsubscribed Shares and consummate and effect the purchase and sale of the Offered Partnership Interest pursuant to this Agreement other transactions contemplated hereby shall be subject to the satisfaction or waiver by the Required Purchasers at or prior to the Closing Date of each of the following additional conditions, unless waived by the Seller and the Purchaser: : (a) the representations and warranties of the Company set forth in this Agreement (disregarding for these purposes, the phrases "material," "materially," "in all material respects," "Material Adverse Effect" and any applicable waiting periods under similar phrase) shall be true and correct as of the Competition Acts Closing, as though made on and as of the Closing (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct, on and as of such earlier date (disregarding for these purposes, the phrases "material," "materially," "in all material respects," "Material Adverse Effect" and any similar phrase)), except for such failures to be true and correct which, individually or in the aggregate, have expired; not had and are not reasonably likely to result in a Material Adverse Effect; (b) no injunction or temporary restraining order the Company shall have been granted restraining performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by it on or prohibiting prior to the Closing Date; (c) from the date hereof through the Closing Date, there shall not have occurred, and be continuing, a Material Adverse Effect; (d) from the date hereof through the Closing Date, there shall not have occurred, and be continuing, a suspension of the trading of the Common Stock by the SEC or by Nasdaq National Market; (e) the Company shall have delivered the certificates for the Unsubscribed Shares to the Purchasers; (f) the Company shall have executed and delivered the Registration Rights Agreement and the Standby Commitment Fee Warrants; (g) the Company shall have delivered to the Purchasers an officer's certificate certifying as to its compliance with the conditions set forth in clauses (a) through (d) and (k) of this Section 6.2; (h) the Company's counsel shall have delivered to the Purchasers an opinion dated the Closing Date in form and substance reasonably acceptable to the Purchasers, which shall include the opinions set forth in Exhibit D hereto; (i) the Company shall have delivered to the Purchasers a certificate dated as of the Closing Date executed by the Secretary of the Company certifying (i) the charter documents of the Company; (ii) certificates of good standing of the Company in its jurisdiction of organization; (iii) resolutions duly adopted by the Board of Directors of the Company approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) no actionhereby, suit or other proceeding instituted by any Governmental Authority seeking and that such injunction or temporary restraining order shall be pending or threatenedresolutions have not been amended and remain in full force and effect; and (div) no actionas to the incumbency of each signatory of the Company; (j) the Company shall have obtained approval for listing the Unsubscribed Shares and the Warrant Shares on the Nasdaq National Market, suit or other proceeding instituted by any Third Party subject to restrainissuance; and (k) the Company shall have reasonably demonstrated that, prohibit or otherwise challenge following the consummation of the transactions contemplated Rights Offering and the purchase of the Unsubscribed Shares by the Purchasers pursuant to this Agreement shall be pending or threatened. The conditions Agreement, together with other sources of payment available to the Purchaser's obligationsCompany, and the closing deliveries Company will have sufficient funds to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms repay or redeem at least two-thirds of the Xxxxxxxxx LLC Purchase Agreement. The conditions outstanding shares of Series B Preferred Stock and to repay the Seller's obligations and the closing deliveries to be made to the Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. Senior Accreting Notes in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Purchase Agreement. A closing under the Xxxxxxxxx LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Purchase Agreement and the Closing Date under this Agreement shall be the same datefull.

Additional Conditions to Obligations. of the Purchaser at Each ------------------------------------------------------------- Closing. The obligations of the Seller and the Purchaser to consummate and effect the purchase and sale of the Offered Partnership Interest pursuant transactions ------- contemplated hereby to this Agreement be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions, unless waived by the Seller and the Purchaser: : (a) any applicable waiting periods under the Competition Acts representations and warranties of the Company contained in this Agreement shall have expiredbeen true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or Material Adverse Effect set forth therein) would have, in the aggregate, a Material Adverse Effect or would have, in the aggregate, a material adverse effect on the Company's ability to perform its obligations under this Agreement; (b) no injunction the Company shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Company on or temporary restraining order prior to such Closing Date; (c) from the date hereof through such Closing Date, there shall not have occurred, and be continuing, a Material Adverse Effect; (d) the Series B Certificate of Designation with respect to the series of Preferred Shares to be issued at such Closing and as dividends on Preferred Shares of such series shall have been granted restraining or prohibiting duly filed with the consummation Delaware Secretary of State in accordance with the laws of the transactions contemplated by this Agreement; (c) no actionState of Delaware, suit or other proceeding instituted by any Governmental Authority seeking and such injunction or temporary restraining order Series B Certificate of Designation shall be pending or threatened; in full force and effect; (de) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation Conversion Shares issuable upon conversion of the transactions contemplated by this Agreement Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants shall be pending or threatened. The conditions have been duly authorized and reserved for issuance; (f) with respect to the Purchaser's obligationspurchase of the Preferred Shares and Warrants by Holding at any Closing that occurs after the Initial Closing Date, and the closing deliveries to be made to stockholders of Powertel, Inc. shall have approved the Purchaser under Section 6 acquisition of this Agreement Powertel, Inc. by VoiceStream Wireless Corporation and/or Deutsche Telecom AG; (g) the trading of the Common Stock shall not have been met suspended by the SEC or the Nasdaq Stock Market or by any other automated quotation system on which the Common Stock is quoted or by any national securities exchange on which the Common Stock is listed; (h) the Series A Holder Approval and made unless the Company Stockholder Approval shall have been obtained; (i) the Company shall have obtained the amendment of the agreements listed on Exhibit 6.2 (i) to the extent specified in such Exhibit; -------------- (j) except with respect to an Existing Stockholder Investment, immediately after giving effect to the issuance of Preferred Shares and until Warrants to the Purchaser at such Closing, and assuming full convertibility and full exercisability of such Preferred Shares and Warrants, the Purchaser, together with all other Persons, if any, that are members of the same Ownership Group with respect to beneficial ownership of the Voting Stock, and assuming full convertibility and full exercisability of all Preferred Shares and Warrants beneficially owned by the Purchaser and all other members of such Ownership Group immediately prior to such Closing, shall not be the ultimate beneficial owner of more than 30% of the total voting power of the outstanding Voting Stock on a fully diluted basis, calculated pursuant to the Change of Control Test; and (k) the Company shall have delivered the following to the Purchaser: (i) an officer's certificate certifying as to the Company's compliance with the conditions to Bayer CropScience LP's obligationsset forth in clauses (a), (b) and the closing deliveries to be made to Bayer CropScience LP, in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms (c) of this Section 6.2; (ii) a counterpart of the Xxxxxxxxx LLC Purchase Agreement. The conditions Registration Rights Agreement executed by the Company; (iii) the certificates and Warrants specified in Section 1.4; (iv) an opinion of the Company's independent counsel in substantially the form of, or as to substantially the Seller's obligations matters set forth in, Exhibit 6.2(j)(iv); and the closing deliveries to ------------------ (v) such other documents as may be made to the Seller under Section 6 of required by this Agreement shall not have been met and made unless and until or reasonably requested by the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Purchase Agreement. A closing under the Xxxxxxxxx LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Purchase Agreement and the Closing Date under this Agreement shall be the same datePurchaser.

Additional Conditions to Obligations. of the Company at Each Closing. The obligations of the Seller and the Purchaser Company to consummate and effect the purchase and sale of the Offered Partnership Interest pursuant transactions contemplated hereby to this Agreement be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions, unless waived by the Seller and the Purchaser: : (a) any applicable waiting periods under the Competition Acts representations and warranties of the Purchaser contained in this Agreement shall have expiredbeen true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) no injunction the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or temporary restraining order prior to such Closing Date; (c) except with respect to an Existing Stockholder Investment, immediately after giving effect to the issuance of Preferred Shares and Warrants to the Purchaser at such Closing, and assuming full convertibility and full exercisability of such Preferred Shares and Warrants, the Purchaser, together with all other Persons, if any, that are members of the same Ownership Group with respect to beneficial ownership of the Voting Stock, and assuming full convertibility and full exercisability of all Preferred Shares and Warrants beneficially owned by the Purchaser and all other members of such Ownership Group immediately prior to such Closing, shall not be the ultimate beneficial owner of more than 30% of the total voting power of the outstanding Voting Stock on a fully diluted basis, calculated pursuant to the Change of Control Test; (d) the Series A Holder Approval and the Company Stockholder Approval shall have been granted restraining or prohibiting obtained; and (e) the consummation Purchaser shall have delivered the following to the Company: (i) the portion of the transactions contemplated by this Agreement; purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (cii) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions an officer's certificate certifying as to the Purchaser's obligations, compliance with the conditions set forth in clauses (a) and the closing deliveries to be made to the Purchaser under Section 6 (b) of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms Section 6.3; (iii) an opinion of the Xxxxxxxxx LLC Purchase Agreement. The conditions Purchaser's independent counsel in substantially the form of, or as to substantially the Seller's obligations and the closing deliveries to matters set forth in, Exhibit 6.3(d); and (iv) such other documents as may be made to the Seller under Section 6 of required by this Agreement shall not have been met and made unless and until or reasonably requested by the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Purchase Agreement. A closing under the Xxxxxxxxx LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Purchase Agreement and the Closing Date under this Agreement shall be the same date.

Additional Conditions to Obligations. of the Company at Each ----------------------------------------------------------- Closing. The obligations of the Seller and the Purchaser Company to consummate and effect the purchase and sale of the Offered Partnership Interest pursuant transactions ------- contemplated hereby to this Agreement be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions, unless waived by the Seller and the Purchaser: : (a) any applicable waiting periods under the Competition Acts representations and warranties of the Purchaser contained in this Agreement shall have expiredbeen true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) no injunction the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or temporary restraining order prior to such Closing Date; (c) except with respect to an Existing Stockholder Investment, immediately after giving effect to the issuance of Preferred Shares and Warrants to the Purchaser at such Closing, and assuming full convertibility and full exercisability of such Preferred Shares and Warrants, the Purchaser, together with all other Persons, if any, that are members of the same Ownership Group with respect to beneficial ownership of the Voting Stock, and assuming full convertibility and full exercisability of all Preferred Shares and Warrants beneficially owned by the Purchaser and all other members of such Ownership Group immediately prior to such Closing, shall not be the ultimate beneficial owner of more than 30% of the total voting power of the outstanding Voting Stock on a fully diluted basis, calculated pursuant to the Change of Control Test; (d) the Series A Holder Approval and the Company Stockholder Approval shall have been granted restraining or prohibiting obtained; and (e) the consummation Purchaser shall have delivered the following to the Company: (i) the portion of the transactions contemplated by this Agreement; purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (cii) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions an officer's certificate certifying as to the Purchaser's obligations, compliance with the conditions set forth in clauses (a) and the closing deliveries to be made to the Purchaser under Section 6 (b) of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms Section 6.3; (iii) an opinion of the Xxxxxxxxx LLC Purchase Agreement. The conditions Purchaser's independent counsel in substantially the form of, or as to substantially the Seller's obligations matters set forth in, Exhibit 6.3(d); and the closing deliveries to -------------- (iv) such other documents as may be made to the Seller under Section 6 of required by this Agreement shall not have been met and made unless and until or reasonably requested by the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Purchase Agreement. A closing under the Xxxxxxxxx LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Purchase Agreement and the Closing Date under this Agreement shall be the same date.

Additional Conditions to Obligations. OF D-M XXX THE D-M XXXREHOLDERS. The obligations of D-M xxx the Seller D-M Xxxreholders to effect the Merger are also subject to the following conditions: (a) except as contemplated by this Agreement, the representations and warranties of Penton in Article 3 shall be true and correct in all material respects as of the Effective Time as if made at and as of the Effective Time (without giving effect to any updating disclosures made by Penton pursuant to Section 7.9), and each of Pittway, Penton and Combination Subsidiary shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time; (b) the D-M Xxxreholders shall not have discovered any Undisclosed Penton Matter, and there shall not have occurred any Adverse Penton Change, the effect of which, individually or in the aggregate, is materially adverse to the value of Penton and its Subsidiaries taken as a whole compared to the value of Penton and its Subsidiaries reflected in the Penton Financial Statements; (c) Penton shall have furnished to the D-M Shareholders a certificate in which Penton shall certify that an appropriate inquiry has been made of the executive officers of Penton and its Subsidiaries having principal responsibilities for the matters as to which representations and warranties have been made by Penton in this Agreement and for the performance of the covenants of Penton set forth in this Agreement, and that after completion of such inquiry, Penton has no reason to believe that the conditions set forth in Sections 8.2(a) and (b) have not been fulfilled; (d) Penton shall have furnished to the D-M Shareholders (i) copies of the text of the resolutions by which the corporate action on the part of Penton necessary to approve this Agreement and the Purchaser Merger was taken, (ii) certificates executed on behalf of Penton and Combination Subsidiary by their respective corporate secretaries or one of their respective assistant corporate secretaries certifying to the D-M Xxxreholders that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and (iii) incumbency certificates executed on behalf of Penton and Combination Subsidiary by their respective corporate secretaries or one of their respective assistant corporate secretaries certifying the signature and office of each officer thereof executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (e) the Certificate of Incorporation and By-Laws of Penton shall have been amended and restated to read as set forth in EXHIBITS C AND D attached hereto; (f) the D-M Xxxreholders shall have received a letter addressed to them from Jonex, Xxy, Reavxx & Xogux, xxgoing counsel to Penton, or as to certain of the matters in (vii) below from local counsel to Penton, dated the date of the Closing, based on customary reliance and subject to customary qualifications, to the effect that: (i) Penton is a corporation existing and in good standing under the laws of the State of Delaware and is duly qualified to conduct business as a foreign corporation in the State of Ohio. (ii) Combination Subsidiary is a corporation existing and in good standing under the laws of the State of Illinois. (iii) Each of Penton and Combination Subsidiary has the corporate power to consummate the transactions on its part contemplated by this Agreement. Each of Penton and effect Combination Subsidiary has duly taken all requisite corporate action to authorize this Agreement and such transactions; and this Agreement and the purchase Employment Agreements, insofar as they purport to obligate Penton or Combination Subsidiary to the D-M Xxxreholders, have been duly executed and sale delivered by Penton and Combination Subsidiary and constitute the valid, binding and enforceable obligations of Penton or Combination Subsidiary. (iv) The authorized capital of Penton consists of 60,000,000 shares of capital stock designated "Common Stock," of which the number of shares indicated in such letter (including shares transferred in the Spinoff) are outstanding, and 2,000,000 shares of capital stock designated "Preferred Stock," none of which are outstanding, all of which outstanding shares of Common Stock were duly and validly issued and are fully paid and non-assessable (for purposes of which such counsel may rely upon a certificate of the Offered Partnership Interest Secretary of Pittway as to the number of shares of Pittway stock outstanding immediately prior to the consummation of the Spinoff and may assume that such shares are duly and validly issued and fully paid and non-assessable). (v) The registration statement pursuant to which the Penton Common is registered under the Exchange Act has become effective under the Exchange Act and to such counsel's knowledge no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before or are contemplated by the Commission. (vi) The Penton Common to be issued or contingently issued to the D-M Xxxreholders pursuant to this Agreement shall has been duly authorized and will, at the time of its issuance pursuant to this Agreement, be subject to satisfaction validly issued, fully paid and nonassessable. (vii) Penton wholly owns, directly or indirectly, all of the following additional conditionsoutstanding capital stock of each of its Subsidiaries; and (g) each of the conditions set forth in Sections 8.3(e), unless waived by the Seller (f) and the Purchaser: (ah) any applicable waiting periods under the Competition Acts shall have expired; (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated satisfied (without giving effect to any waiver by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions to the Purchaser's obligations, and the closing deliveries to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. The conditions to the Seller's obligations and the closing deliveries to be made to the Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Purchase Agreement. A closing under the Xxxxxxxxx LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Purchase Agreement and the Closing Date under this Agreement shall be the same datePenton).

Additional Conditions to Obligations. (a) The obligations of Crompton, the Seller Sellers, the Company and the Purchaser to consummate and effect the purchase and sale of the Offered Partnership Membership Interest pursuant to this Agreement shall be subject to satisfaction of the following additional conditions, unless waived by Crompton, the Seller Sellers and the Purchaser: (a) any applicable waiting periods under the Competition Acts shall have expired, and in the case of Crompton, neither Crompton nor any of the Sellers (either directly or indirectly by virtue of an ownership interest in the Company) shall have been made subject to any condition, order or requirement of any Governmental Authority or court arising under the Competition Act filing or voluntary notification that would reasonably be expected to require Crompton to spend more than US$250,000 (cumulative for all Competition Acts), or in the case of Purchaser, Purchaser (either directly or indirectly by virtue of an ownership interest in the Company) shall not have been made subject to any condition, order or requirement of any Governmental Authority or court arising under the Competition Act filing that would reasonably be expected to require Purchaser to spend more than US$250,000 (cumulative for all Competition Acts); (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. . (b) The conditions to the Purchaser's obligations, and the closing deliveries to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LPCrop Science Inc.'s obligations, and the closing deliveries to be made to Bayer CropScience LPCrop Science Inc., in the Xxxxxxxxx LLC Partnership Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Partnership Purchase Agreement. The conditions to Crompton's and each of the Seller's obligations and the closing deliveries to be made to the Crompton and each Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.Crompton's and GT Seed Treatment, Inc.Crompton Cie/Co.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. each Seller in the Xxxxxxxxx LLC Partnership Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Partnership Purchase Agreement. . (c) A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Partnership Purchase Agreement. A closing under the Xxxxxxxxx LLC Partnership Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Partnership Purchase Agreement and the Closing Date under this Agreement shall be the same date.