Conditions Precedent to Obligation of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) No order shall have been entered and remain in effect in any action or proceeding before any federal, state, foreign or local court or governmental agency or other federal, state, foreign or local regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Acquisition;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or "blue sky" commissions of each jurisdiction and of any other governmental agency or authority, with respect to the consummation of the Acquisition, which the failure to obtain would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole;
(c) Group 1 and the underwriters of the IPO shall have entered into an underwriting agreement in connection with the IPO;
(d) The parties to the Other Agreements shall have delivered a written representation (a "Closing Representation") to the Company and Group 1 to the effect that no conditions to their obligations to consummate the Other Acquisitions remain to be satisfied and that such parties will consummate the Other Acquisitions simultaneously with the Closing of the Acquisition; and
(e) The applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated.
Conditions Precedent to Obligation. OF COMPANY AND BANK ------------------- The obligations of Company and Bank to consummate the transactions contemplated hereunder shall be subject to satisfaction on or before the Closing Date of all of the following conditions, except such conditions as Company and Bank may waive in writing:
Conditions Precedent to Obligation of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
Conditions Precedent to Obligation of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) No Order shall have been entered and remain in effect in any action or proceeding before any Court or Governmental Authority that would prevent or make illegal the consummation of the Acquisition;
(b) There shall have been obtained any and all permits, approvals and consents of securities or "blue sky" commissions of each jurisdiction and of any other governmental agency or authority, with respect to the consummation of the Acquisition; and
Conditions Precedent to Obligation of the Seller and the Purchaser. The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:
(a) not later than June 20, 2002, the Section 363/365 Order or the Confirmation Order, if applicable, shall each have been entered by the Bankruptcy Court, and such order or orders shall each have become a Final Order, unless the parties mutually agree to extend such date;
(b) the waiting period applicable to the transactions contemplated by this Agreement, if any, under the HSR Act shall have expired or been terminated and each of the material approvals or consents required by equivalent legislation in any other applicable jurisdiction shall have been obtained or waived;
(c) no action, suit or proceeding (including any proceeding over which the Bankruptcy Court has jurisdiction under 28 U.S.C. ss. 157(b) and (c)) brought by any Governmental Entity shall be pending to enjoin, restrain or prohibit the transactions contemplated by this Agreement, or that would be reasonably likely to prevent or make illegal the consummation of the transactions contemplated by this Agreement; and
(d) no Governmental Entity shall have issued any order, decree or ruling, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement.
Conditions Precedent to Obligation of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) No Order shall have been entered and remain in effect in any action or proceeding before any Court or Governmental Authority that would prevent or make illegal the consummation of the Acquisition;
(b) There shall have been obtained any and all permits, approvals and consents of securities or "blue sky" commissions of each jurisdiction and of any other governmental agency or authority, with respect to the consummation of the Acquisition;
(c) The applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated; and
(d) Chrysler Corporation shall have approved the Acquisition and the transactions contemplated thereby.
Conditions Precedent to Obligation of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) No order shall have been entered and remain in effect in any action or proceeding before any federal, state, foreign or local court or governmental agency or other federal, state, foreign or local regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Acquisition;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or "blue sky" commissions of each jurisdiction and of any other governmental agency or authority, with respect to the consummation of the Acquisition, which
Conditions Precedent to Obligation of Buyer If There Has Been No Escrow Funding........................ 47 8.4. Conditions Precedent to the Obligations of Buyer and Sellers if the Escrow Funding has Occurred........ 48
Conditions Precedent to Obligation. TO CLOSE 45
Conditions Precedent to Obligation. OF BUYER TO CLOSE 20 7.1 Officer's Certificate 20 7.2 Warranties and Service Contracts on Assets 20 7.3 Required Consents 20 7.4 Releases, Termination and Other Filings 20 7.5 Deliveries 20 7.6 Accuracy of Representations and Performance of Seller 20 7.7 Absence of Certain Litigation 20 7.8 Approvals 21 7.9 Further Documents 21 ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATION OF SELLER TO CLOSE 21 8.1 Accuracy of Representations and Performance of Buyer 21 8.2 Absence of Certain Litigation 21 8.3 Officer's Certificate 21 8.4 Further Documents 21 8.5 Bandwidth Agreement 21
