Condition to Obligations of Each Party. The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following condition: No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect (whether temporary, preliminary or permanent) and has the effect of enjoining, restraining, prohibiting or otherwise making the consummation of the Transactions illegal (an “Injunction”).
Condition to Obligations of Each Party. The obligation of the parties to consummate the transactions contemplated hereby and by the Ancillary Agreements to which each is a party shall be subject to the fulfillment of the following conditions on or prior to each Closing Date (any or all of which may be waived, in whole or in part, in writing to the extent permitted by applicable Law):
Condition to Obligations of Each Party. The obligations of each Purchaser and each Seller to consummate the transactions contemplated hereby shall be subject to the condition that the consummation of the transactions contemplated hereby shall not have been enjoined or prohibited by applicable Law, and no Proceeding by or before any Governmental or Regulatory Authority challenging such transactions shall have been initiated or threatened in writing.
Condition to Obligations of Each Party. The respective obligations of each Party to consummate the transactions contemplated by this Agreement to be consummated at the Closing are subject to the satisfaction of the sale of the Acquired Assets by Sellers to Buyer and the assumption and assignment of the Assigned Contracts as contemplated by this Agreement shall have been approved by the Bankruptcy Court pursuant to the Approval Order, which as of the Closing Date shall be in full force and effect and shall not have been violated, vacated, withdrawn, overruled, resolved or stayed, modified, vacated, reversed, amended or revoked.
Condition to Obligations of Each Party. The obligations of each party to this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver (where permissible) of the following conditions:
(a) At the Closing Date, there being in effect no preliminary, temporary or permanent injunction, applicable law, regulation or other order issued by any Governmental Entity of competent jurisdiction which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated herein.
(b) At the Closing Date, no litigation, suit, action or proceeding commenced by any Governmental Entity of competent jurisdiction shall be pending which seeks to prevent or enjoin the transactions contemplated hereby.
Condition to Obligations of Each Party. The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or waiver (where permissible), at or prior to the Second Closing, of the following condition: There shall not be any Injunction.
Condition to Obligations of Each Party. 5.01 The obligation of each party to sell or purchase the Assets, as the case may be, shall be subject to the fulfillment, at or prior to the Closing Date, of the condition that no claim, action, suit, investigation or other proceeding shall be pending or threatened before any court or governmental agency which, in the good faith, reasonable legal opinion of counsel for either Seller or Purchaser, presents a substantial risk of the restraint or prohibition of such transaction or the obtaining of material damages or other relief in connection therewith.
5.02 Without limiting the foregoing, neither party shall have an obligation to sell or purchase the Assets, as the case may be, if at or prior to the Closing Date:
(i) the marital court having jurisdiction over the marital proceeding between Xxxxxx X.X.
Condition to Obligations of Each Party. The obligations of each party to consummate the sale and purchase of the Share contemplated hereby shall be subject to the condition that consummation of the sale and purchase of the Share contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law, including any order, injunction, decree or judgment of any court or other Governmental Authority in any material respect; and no such Law that would have such an effect shall have been promulgated, entered, issued or determined by any court or other Governmental Authority to be applicable to this Agreement. No action or proceeding shall be pending or threatened by any Governmental Authority on the Closing Date before any court or other Governmental Authority to restrain, enjoin or otherwise prevent the consummation of the sale and purchase of the Share contemplated hereby in any material respect.
Condition to Obligations of Each Party. The respective obligations of Seller and Purchasers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions:
Condition to Obligations of Each Party. The obligations of each of the Company and the Purchasers to consummate the transac tions contemplated by this Agreement are subject to the condition that no tempo rary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction prohibiting or preventing consummation of the transactions contemplated by this Agreement shall be in effect.
