Common use of CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING Clause in Contracts

CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING. 7.1. Conditions Precedent to Each Party's Obligations to Close. The respective obligations of each party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any United States governmental authority that prohibits the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their reasonable best efforts to have any such order, decree or injunction vacated or reversed; (b) all applicable requirements under state securities or takeover laws shall have been satisfied; (c) all applicable waiting periods under the HSR Act shall have expired or been terminated, and neither the Federal Trade Commission nor the U.S. Department of Justice shall have instituted, or threatened to institute, either before or after the expiration of such waiting period, a proceeding concerning this Agreement or the consummation of the transactions contemplated hereby; (d) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby shall have been obtained or made, and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration may not reasonably be expected to have a Material Adverse Effect on Buyer, Seller or NCNG following the Closing Date; (e) NCNG shall have paid all obligations then due and owing under the Affiliate Agreements, and all other obligations of NCNG to Seller or its Affiliates pursuant to the Affiliate Agreements arising prior to the Closing Date shall have been cancelled or otherwise satisfied; (f) the Assignment and Assumption Agreement, substantially in the form as set forth in Exhibit A attached hereto, shall have been executed by the parties hereto; (g) the Shared Services Agreements shall have been terminated by Seller and NCNG; and (h) the Transition Services Agreement, substantially in the form as set forth in Exhibit C attached hereto, shall have been executed by the parties thereto.