Common use of Conditions for the Sellers Clause in Contracts

Conditions for the Sellers. The obligations of the Sellers to consummate the Closing are subject to the satisfaction or waiver in writing by the Sellers, at or before the Closing, of each of the following conditions: (a) All of the covenants and agreements in this Agreement to be complied with or performed by the Purchasers on or before the Closing Date shall have been complied with and performed in all material respects (without giving effect to any limitation as to materiality set forth therein). (b) The representations and warranties of the Purchasers set forth in Section 4.2(f) (resources) hereof shall be true and correct in all respects as of the Closing Date and the representations and warranties of the Purchasers set forth in Section 4.2 (other than Section 4.2(f)) shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein), in each case, as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (except for any representation or warranty made as of a specified date, which shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein) as of such specified date). (c) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any applicable Law (including any Order) which is in effect and has the effect of making the Transaction illegal or otherwise restraining or prohibiting consummation of the Transaction and which is not satisfied or resolved or preempted by the Sale Order. (d) After notice and a hearing as defined in Section 102(1) of the Bankruptcy Code, the Bankruptcy Court shall have entered the Sale Order, and such Sale Order (i) shall have become final and non-appealable, (ii) shall not have been stayed, stayed pending appeal or vacated and (iii) shall not have been amended, supplemented or otherwise modified in a manner that results in such Sale Order no longer being an order of the Bankruptcy Court, in form and substance reasonably satisfactory to the Sellers, authorizing the matters referred to in Section 3.3. (e) All requisite clearances or approvals under any antitrust or trade regulation laws shall have been obtained. (f) The deliveries described in Section 7.3 shall have been made.

Conditions for the Sellers. The obligations of the Sellers to consummate the Closing are subject to the satisfaction or waiver in writing by the Sellers, at or before the Closing, of each of the following conditions: (a) All of the covenants and agreements in this Agreement to be complied with or performed by the Purchasers Purchaser on or before the Closing Date shall have been complied with and performed in all material respects (without giving effect to any limitation as to materiality set forth therein)respects. (b) The representations and warranties of the Purchasers Purchaser set forth in Section 4.2(f) (resources) hereof shall be true and correct in all respects as of the Closing Date and the representations and warranties of the Purchasers set forth in Section 4.2 (other than Section 4.2(f)) shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein), in each case, as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (except for any representation or warranty made as of a specified date, which shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein) as of such specified date).in (c) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any applicable Applicable Law (including any Order) which is in effect and has the effect of making the Transaction illegal or otherwise restraining or prohibiting consummation of the Transaction and which is not satisfied or resolved or preempted by the Sale Order. (d) After notice and a hearing as defined in Section 102(1) of the Bankruptcy Code, the Bankruptcy Court shall have entered the Sale Order, and such Sale Order (i) shall have become final and non-appealable, (ii) shall not have been stayed, stayed pending appeal or vacated and (iii) shall not have been amended, supplemented or otherwise modified in a manner that results in such Sale Order no longer being an order of the Bankruptcy Court, in form and substance reasonably satisfactory to the SellersPurchaser, authorizing the matters referred to in Section 3.3. (e) All requisite clearances or approvals under any antitrust or trade regulation laws The DIP Closing Date shall have been obtainedoccurred and the Purchaser shall have theretofore complied fully with its funding obligations under the DIP Facility in accordance with its terms. (f) If a Remediation Dispute Notice has been delivered in accordance with Section 2.5, the Purchaser and the Remediation Escrow Agent shall have executed and delivered the Remediation Escrow Agreement. (g) The deliveries described in Section 7.3 shall have been made.

Conditions for the Sellers. The obligations obligation of the Sellers to consummate the Closing are is subject to the satisfaction or waiver in writing by the Sellers, at or before the Closing, of each of the following conditions: (a) All of the covenants and agreements in this Agreement to be complied with or performed by the Purchasers on or before the Closing Date shall have been complied with and performed in all material respects (without giving effect to any limitation as to materiality set forth therein).respects; (b) The representations and warranties of the Purchasers (1) set forth in Section 4.2(fSections 4.2(a) (organization), (b) (authority) and (f) (resources) hereof shall be true and correct in all respects as of the Closing Date and the representations and warranties of the Purchasers (2) set forth in Section 4.2 (4.2, other than Section 4.2(fthose described in the immediately preceding clause (1)) , shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein), in each case, case as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (except for any representation or warranty made as of a specified date, which shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein) as of such specified date).; (c) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any applicable Law (including any Order) which is in effect and has the effect of making the Transaction illegal or otherwise restraining or prohibiting consummation of the Transaction and which is not satisfied or resolved or preempted by the Sale Order.; (d) After notice and a hearing as defined in Section 102(1) of the Bankruptcy Code, the Bankruptcy Court shall have entered the Sale Order, and such Sale Order (i) shall have become final and non-appealable, (ii) shall not have been stayed, stayed pending appeal or vacated vacated, and (iii) shall not have been amended, supplemented or otherwise modified in a manner that results in such Sale Order no longer being an order of the Bankruptcy Court, in form and substance reasonably satisfactory to the Sellers, authorizing the matters referred to in Section 3.3.in (e) All requisite clearances or approvals (or applicable waiting periods) under any antitrust or antitrust, trade regulation or other applicable laws and regulations for the Transactions shall have been obtained.obtained or, in the case of applicable waiting period, expired; and (f) The deliveries described in Section 7.3 shall have been made.

Conditions for the Sellers. The obligations obligation of the Sellers to consummate the Closing are is subject to the satisfaction or waiver in writing by the Sellers, at or before the Closing, of each of the following conditions: (a) All of the covenants and agreements in this Agreement to be complied with or performed by the Purchasers Purchaser on or before the Closing Date shall have been complied with and performed in all material respects (without giving effect to any limitation as to materiality set forth therein).respects; (b) The representations and warranties of the Purchasers Purchaser (1) set forth in Section 4.2(fSections 4.2(a) (organization), (b) (authority) and (f) (resources) hereof shall be true and correct in all respects as of the Closing Date and the representations and warranties of the Purchasers (2) set forth in Section 4.2 (4.2, other than Section 4.2(fthose described in the immediately preceding clause (1)) , shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein), in each case, case as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (except for any representation or warranty made as of a specified date, which shall be true and correct in all material respects (without giving effect to any limitation as to materiality set forth therein) as of such specified date).; (c) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any applicable Law (including any Order) which is in effect and has the effect of making the Transaction Transactions illegal or otherwise restraining or prohibiting consummation of the Transaction Transactions and which is not satisfied or resolved or preempted by the Sale Order.; (d) After notice and a hearing as defined in Section 102(1) of the Bankruptcy Code, the Bankruptcy Court shall have entered the Sale Order, and such Sale Order (i) shall have become final and non-appealable, (ii) shall not have been stayed, stayed pending appeal or vacated vacated, and (iii) shall not have been amended, supplemented or otherwise modified in a manner that results in such Sale Order no longer being an order of the Bankruptcy Court, in form and substance reasonably satisfactory to the Sellers, authorizing the matters referred to in Section 3.3.3.1; (e) All requisite clearances or approvals (or applicable waiting periods) under any antitrust or trade regulation laws other applicable Laws for the Transactions shall have been obtained.obtained or, in the case of applicable waiting period, expired; (f) The transactions contemplated by the Excluded Assets Purchase Agreement shall have been consummated; and (g) The deliveries described in Section 7.3 shall have been made.