Common use of CONDITIONS PRECEDENT TO EACH PARTY’S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO EACH PARTY’S OBLIGATION TO CLOSE. The respective obligations of Buyer and Seller to effect the purchase and sale of the Membership Interests shall be subject to the satisfaction, at or prior to Closing, of each of the following conditions (any of which may be waived, in whole or in part, in writing signed by Buyer and Seller): (a) The Parties shall have received all of the approvals, consents and releases set forth in Schedule 6.1(a) and all conditions to the effectiveness of such approvals, consents and releases as prescribed therein shall have been satisfied. (b) No statute, rule, regulation, executive order, decree or injunction shall have been formally proposed, enacted, entered, promulgated or enforced by any Governmental Authority that prohibits the consummation of, or that will have a material adverse effect on the ability of a Party to consummate, the transactions contemplated by this Agreement. No approval of the transactions contemplated under this Agreement which is required to be obtained from any Governmental Authority shall contain any modification or mitigation requirements which, in the reasonable discretion of the Party affected by such approval, could have a Material Adverse Affect. (c) There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any Governmental Authority or other Person that seeks to enjoin or otherwise prevent consummation of, or that otherwise involves any challenge to, or seeks damages or other relief in connection with, the transactions contemplated by this Agreement. (d) The simultaneous closing of the transactions contemplated by the West Coast Power Purchase Agreement.

CONDITIONS PRECEDENT TO EACH PARTY’S OBLIGATION TO CLOSE. The respective obligations obligation of Buyer and Seller each Party to effect consummate the purchase and sale of Closing on the Membership Interests shall be Closing Date are subject to the satisfactionsatisfaction or waiver at, at or prior prior, to Closing, of each the Closing of the following conditions (any of which may be waived, in whole or in part, in writing signed by Buyer and Seller):precedent: (a) The Parties shall have received all of the approvals, consents and releases set forth in Schedule 6.1(a) and all conditions to the effectiveness of such approvals, consents and releases as prescribed therein shall have been satisfied. (b) No statute, rule, regulation, executive order, decree or injunction shall have been formally proposed, enacted, entered, promulgated or enforced by any Governmental Authority Authorities that prohibits the consummation of, or that will have a material adverse effect on the ability of a Party to consummate, the transactions contemplated by this Agreement. No approval ; provided, however, that the Parties shall use their commercially reasonable efforts to have any such order, decree or injunction vacated or reversed to the end that the Closing may occur; and (b) All consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authorities required in connection with the execution, delivery and performance of this Agreement and the transactions contemplated under this Agreement which is required hereby shall have been obtained or made, and except where the failure to be have obtained from or made any Governmental Authority shall contain any modification or mitigation requirements whichsuch consent, in the reasonable discretion of the Party affected by such authorization, order, approval, could filing or registration may not reasonably be expected to have a Material Adverse AffectEffect on Buyer or Seller following the Closing Date. (c) There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any Governmental Authority or other Person that seeks Any waiting period applicable to enjoin or otherwise prevent the consummation of, or that otherwise involves any challenge to, or seeks damages or other relief in connection with, of the transactions transaction contemplated by this AgreementAgreement under the HSR Act shall have lapsed or terminated (by early termination or otherwise). (d) The simultaneous closing of the transactions contemplated by the West Coast Power Purchase Agreement.

CONDITIONS PRECEDENT TO EACH PARTY’S OBLIGATION TO CLOSE. The respective obligations of Buyer and Seller to effect the purchase and sale of the Membership Interests Interest shall be subject to the satisfaction, at or prior to Closing, of each of the following conditions (any of which may be waived, waived in whole or in part, in writing signed by Buyer and Seller): (a) The Parties shall have received all of the approvals, consents and releases set forth in Schedule 6.1(a) and all conditions to the effectiveness of such approvals, consents and releases as prescribed therein shall have been satisfied. (b) No statute, rule, regulation, executive order, decree or injunction shall have been formally proposed, enacted, entered, promulgated or enforced by any Governmental Authority that prohibits the consummation of, or that will have a material adverse effect on the ability of a Party to consummate, the transactions contemplated by this Agreement. No approval of the transactions contemplated under this Agreement which is required to be obtained from any Governmental Authority shall contain any modification or mitigation requirements which, in the reasonable discretion of the Party affected by such approval, could have a Material Adverse Affect. (c) There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any Governmental Authority or other Person that seeks to enjoin or otherwise prevent consummation of, or that otherwise involves any challenge to, or seeks damages or other relief in connection with, the transactions contemplated by this Agreement. (d) The simultaneous closing of the transactions contemplated by the West Coast Power RRP Purchase Agreement.