Common use of Conditions of All Parties Clause in Contracts

Conditions of All Parties. (a) All Required Governmental Approvals for the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Governmental Approvals shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval; all applicable waiting periods with respect to such Required Governmental Approvals shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing shall have been satisfied allowing all such Required Governmental Approvals to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing.

Conditions of All Parties. (a) All Required Governmental Approvals for the transactions contemplated by this Agreement indicated with an asterisk (*) on Schedule 3.11(b) and all Permits indicated with an asterisk (*) on ---------------- Schedule 3.11(a) shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect---------------- material conditions. All such Required Governmental Approvals and such Permits shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") Proceedings shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser Newco (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would thatwould terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental ApprovalApproval or such Permit; all applicable waiting periods with respect to such Required Governmental Approvals and such Permits shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals and such Permits to be satisfied on or prior to the Closing Date shall have been satisfied allowing all such Required Governmental Approvals and such Permits to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing.

Conditions of All Parties. (a) All Required Governmental Approvals for the transactions contemplated by this Agreement indicated with an asterisk (*) on Schedule 3.11(b) and all Permits indicated with an asterisk (*) on ---------------- Schedule 3.11(a) shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect---------------- material conditions. All such Required Governmental Approvals and such Permits shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") Proceedings shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser Newco (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental ApprovalApproval or such Permit; all applicable waiting periods with respect to such Required Governmental Approvals and such Permits shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals and such Permits to be satisfied on or prior to the Closing Date shall have been satisfied allowing all such Required Governmental Approvals and such Permits to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing.