Conditions Precedent to Obligations of Buyer and Sellers Sample Clauses

Conditions Precedent to Obligations of Buyer and Sellers. The respective obligations of Buyer and Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer and Sellers in whole or in part to the extent permitted by applicable Law): (a) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (b) the Bankruptcy Court shall have entered the Bidding Procedures Order, in form and substance acceptable to Sellers and Buyer, by no later than January 30, 2009; (c) the Bankruptcy Court shall have entered the Sale Order, in form and substance acceptable to Sellers and Buyer, by no later than February 6, 2009; and (d) the Sale Order shall have become a Final Order (unless this condition shall have been waived in writing by Buyer).

Conditions Precedent to Obligations of Buyer and Sellers. The respective obligations of Buyer and Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer and Sellers in whole or in part to the extent permitted by applicable Law): (a) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (b) the Committee Settlement Order shall have become a Final Order.

Conditions Precedent to Obligations of Buyer and Sellers. The respective obligations of the Parties to consummate and cause the consummation of the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Party for whose benefit such condition exists) on or prior to the Closing Date of each of the following conditions. (i) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order which is in effect on the Closing Date which would prohibit, enjoin or restrain the consummation of the transactions contemplated by this Agreement to occur on the Closing Date or otherwise making such transactions illegal. (ii) This Agreement shall not have been terminated in accordance with Section 7.1.

Conditions Precedent to Obligations of Buyer and Sellers. The respective obligations of Buyer and Seller hereunder to consummate the transactions contemplated hereby is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Buyer or Seller (on behalf of itself and all other Sellers) in its sole discretion):

Conditions Precedent to Obligations of Buyer and Sellers. 4.1. Merger Control Approvals 4.2. Agreement Null and Void ARTICLE V REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF SELLERS 5.1. Organization of Sellers 5.2. Authority of Sellers 5.3. No Violation; Consents and Approvals 5.4. Organization of the Target Company and Subsidiaries 5.5. Financial Statements 5.6. Title 5.7. Inventories 5.8. Subsidies 5.9. Taxes 5.10. Governmental Permits 5.11. Accreditations 5.12. Assets 5.13. Intellectual Property; Software 5.14. Confidential Information 5.15. Disclosure, Assignment and Inventions 5.16. Documentation 5.17. Information Technology TABLE OF CONTENTS (CONTINUED) 5.18. No Violation, Litigation or Regulatory Action 5.19. Contracts 5.20. Employee Relations 5.21. Insurance 5.22. Product Liability 5.23. Accounts Receivable 5.24. Compliance with Laws 5.25. Operations Since 30 June 2006

Conditions Precedent to Obligations of Buyer and Sellers. Conditions to Obligations of Sellers to Close............... 16 9.3 Conditions Precedent to the Obligations of Buyer............ 16 ARTICLE X - COVENANTS OF THE PARTIES....................................... 18 10.1 Conduct of Acquired Business................................ 18 10.2 Access to Information....................................... 19 10.3 Efforts to Consummate Transaction........................... 20 10.4

Conditions Precedent to Obligations of Buyer and Sellers. It will be conditions precedent to the obligations of each of the Buyer and the Sellers to close the transactions contemplated hereby that:

Conditions Precedent to Obligations of Buyer and Sellers. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE OBLIGATION OF EACH OF BUYER AND SELLERS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SUBJECT TO THE FULFILLMENT, PRIOR TO OR AT THE EFFECTIVE TIME OF THE TRANSACTION, OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT, ANY ONE OF WHICH MAY BE WAIVED BY SUCH ENTITY OR INDIVIDUAL: 7.01 CONSENTS AND APPROVALS. ALL APPROVALS OF, AND CONSENTS BY ALL GOVERNMENTAL ENTITIES AND OTHER PERSONS, AND ALL PERMITS BY AND ALL FILINGS WITH AND SUBMISSIONS TO ALL SUCH GOVERNMENTAL ENTITIES AND OTHER PERSONS AS MAY BE REQUIRED FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SHALL HAVE BEEN OBTAINED OR MADE AND REASONABLY SATISFACTORY EVIDENCE THEREOF SHALL HAVE BEEN RECEIVED. 7.02 CERTAIN ACTIONS, ETC. THERE SHALL NOT HAVE BEEN INSTITUTED AND BE CONTINUING OR THREATENED AGAINST BUYER, SELLERS OR THE COMPANY OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS OR OFFICERS, IF ANY, ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE ANY GOVERNMENTAL ENTITY THAT WOULD (a) RESTRAIN, PROHIBIT OR INVALIDATE, OR RESULT IN THE PAYMENT OF SUBSTANTIAL DAMAGES IN RESPECT OF, THE TRANSACTION OR ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR (b) IMPOSE OR CONFIRM MATERIAL LIMITATIONS ON THE ABILITY OF BUYER EFFECTIVELY TO EXERCISE FULL RIGHTS OF OWNERSHIP OF THE COMPANY'S ASSETS.

Conditions Precedent to Obligations of Buyer and Sellers. Notwithstanding any other provision of this Agreement, the obligation of each of Buyer and Sellers to consummate the transactions contemplated hereby shall be subject to the fulfillment, prior to or at the Closing, of each of the following conditions precedent, any one of which may be waived by such party:

Conditions Precedent to Obligations of Buyer and Sellers. The obligations of the Buyer and the Sellers under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following condition: