Common use of Conditions Precedent to Obligations of Each Party Clause in Contracts

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser 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: (a) No Order issued by any Governmental Authority of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegal; (b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals shall have been obtained and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effect.

Conditions Precedent to Obligations of Each Party. (a) The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by each party under this Agreement are subject to contingent upon the fulfillment, on or satisfaction prior to the Closing Date, of each Date of the following conditions: (a) No Order issued condition precedent that at Closing, no suit, action, order or other proceedings shall be pending or threatened before any court or governmental commission, board or agency in which it is sought by a person or entity other than the parties hereto or any Governmental Authority of competent jurisdiction preventing their affiliates, officers or directors, to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby shall be by this Agreement, or to obtain substantial damages in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pendingconnection with this Agreement or the transactions contemplated thereby, nor shall there be any action takeninvestigation by any governmental agency pending or threatened which might result in any such suit, nor any Law action, order or Order enacted, entered other proceedings seeking to restrain or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the prohibit consummation or performance of any of the transactions Agreement or the transaction contemplated hereby illegalthereby; (b) Any waiting period All material consents and approvals, if any, of third parties or any regulatory body or authority, whether required contractually or by applicable federal, state, or local law, or otherwise necessary for the execution, delivery, and performance of this Agreement by Seller (including any extension thereofexcept for approvals of governmental agencies customarily obtained subsequent to transfer of title and those consents and approvals if not obtained would not result in a material adverse effect on the Properties) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall which have not been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals waived by Buyer shall have been obtained and do delivered to Buyer by the Closing Date and shall not contain have been withdrawn or result in any conditionrevoked; (c) Consummation of this purchase and sale transaction shall not have been prevented from occurring by (and the required waiting period, requirement or other term that (iif any, shall have expired under) requires the divestiture or transfer Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of control 1976, as amended, and rules and regulations of any assets by Purchaser or any the Federal Trade Commission and Department of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse EffectJustice.

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser each Party 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:conditions (any or all of which (other than the conditions in Section 6.1(c) and Section 6.1(d)) may be waived in writing jointly by both Parties, acting in their respective sole discretion, in whole or in part to the extent permitted by applicable Law): (a) No there shall not be in effect any Law or Order issued by any Governmental a Government Authority of competent jurisdiction preventing restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegalhereby; (b) Any waiting period the board of directors of the Company shall have approved the transfer of the Sale Shares as contemplated by the Transaction Documents and the transactions contemplated hereunder; (including any extension thereofc) applicable the Purchaser obtaining independent shareholders’ approval with regard to the purchase transactions under this Agreement and sale the allotment and issue by the Purchaser of the Membership Interest to the Purchaser Consideration Shares under the HSR Act shall have been terminated or expiredspecific mandate, in accordance with the requirements of the Rules Governing the Listing of Securities on the Stock Exchange; (d) the Stock Exchange granting the approval for the listing of, and permission to deal in, the Consideration Shares; and (ce) The Seller Approvals and the Purchaser Approvals no Legal Proceeding shall have been obtained commenced against any Party seeking to restrain or materially and do not contain or result in any condition, requirement or other term that (i) requires adversely alter the divestiture or transfer of control of any assets transactions contemplated by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectthis Agreement.

Conditions Precedent to Obligations of Each Party. The respective obligations of each of the Seller Sellers, on the one hand, and Purchaser, on the Purchaser other hand, 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: (a) No Order issued by any Governmental Authority court of competent jurisdiction preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby by this Agreement illegal; (b) The Bankruptcy Court shall have entered an Order approving this Agreement, substantially in the form attached hereto as Exhibit B (it being agreed by the parties hereto that the order attached as Exhibit B to the May 27 Motion shall be deemed to be substantially in such form) (the "Approval Order"), and such Approval Order shall have become a Final Order; (c) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Equity Interest to the Purchaser under the HSR Act shall have been terminated or expiredexpired and an Order of the FCC approving the transactions contemplated by this Agreement shall have been obtained; (d) All Liens on the Equity Interest imposed in connection with the DIP Agreement shall have been released; and (ce) The Seller Approvals and the Purchaser Approvals Sellers shall have been obtained the consents and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectreleases set forth on Schedule 7.1(e).

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller Sellers, Purchaser and the Purchaser Guarantor 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: (a) The Bankruptcy Court or the United States District Court that has jurisdiction over the Bankruptcy Cases shall have approved and entered the Plan Confirmation Order, and the Plan Confirmation Order shall have become an Effective Order; (b) The United States District Court that has jurisdiction over the Bankruptcy Cases shall have issued or affirmed the Plan Confirmation Order in accordance with Section 524(g)(3)(A) of the Bankruptcy Code; (c) If this Agreement is not consummated prior to October 22, 2009, any waiting period (including any extension thereof) applicable to the sale to and purchase by Purchaser of the Purchased Assets under the HSR Act or under the regulations of any other applicable governmental antitrust or competition authority, where failure to comply with such regulations would prohibit the consummation of the transactions contemplated by this Agreement, shall have been terminated or expired; (d) No Order issued by any Governmental Authority court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegal; (b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expired; and (ce) The Seller Approvals and All conditions precedent to the Purchaser Approvals effectiveness of the Plan (other than the Closing) shall have been obtained and do not contain satisfied or result in any condition, requirement or other term that (i) requires waived by the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectrelevant parties.

Conditions Precedent to Obligations of Each Party. The respective obligations of Seller, on the Seller one hand, and Purchaser, on the Purchaser other hand, 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: (a) No Order issued by any Governmental Authority court of competent jurisdiction preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby by this Agreement illegal; (b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Equity Interest to the Purchaser under the HSR Act shall have been terminated or expiredexpired and an Order of the FCC approving the transactions contemplated by this Agreement shall have been obtained; (c) Seller shall have obtained the consents and releases set forth on Schedule 7.1(c); and (cd) The Seller Approvals and the Purchaser Approvals Enron Closing shall have been obtained and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectoccurred.

Conditions Precedent to Obligations of Each Party. (a) The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by each party under this Agreement are subject to contingent upon the fulfillment, on or satisfaction prior to the Closing Date, of each Date of the following conditions: (a) No Order issued condition precedent that at Closing, no suit, action, order or other proceedings shall be pending or threatened before any court or governmental commission, board or agency in which it is sought by a person or entity other than the parties hereto or any Governmental Authority of competent jurisdiction preventing their affiliates, officers or directors, to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby shall be by this Agreement, or to obtain substantial damages in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pendingconnection with this Agreement or the transactions contemplated thereby, nor shall there be any action takeninvestigation by any governmental agency pending or threatened which might result in any such suit, nor any Law action, order or Order enacted, entered other proceedings seeking to restrain or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the prohibit consummation or performance of any of the transactions Agreement or the transaction contemplated hereby illegalthereby; (b) Any waiting period All consents and approvals, if any, of third parties or any regulatory body or authority, whether required contractually or by applicable federal, state, or local law, or otherwise necessary for the execution, delivery, and performance of this Agreement by Seller (including any extension thereofexcept for approvals of governmental agencies customarily obtained subsequent to transfer of title) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall which have not been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals waived by Buyer shall have been obtained and do delivered to Buyer by the Closing Date and shall not contain have been withdrawn or result in any conditionrevoked; (c) Consummation of this purchase and sale transaction shall not have been prevented from occurring by (and the required waiting period, requirement or other term that (iif any, shall have expired under) requires the divestiture or transfer Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of control 1976, as amended, and rules and regulations of any assets by Purchaser or any the Federal Trade Commission and Department of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse EffectJustice.

Conditions Precedent to Obligations of Each Party. (a) The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by each party under this Agreement are subject to contingent upon the fulfillment, on or satisfaction prior to the Closing Date, of each Date of the following conditions: (a) No Order issued condition precedent that at Closing, no suit, action, order or other proceedings shall be pending or threatened before any court or governmental commission, board or agency in which it is sought by a person or entity other than the parties hereto or any Governmental Authority of competent jurisdiction preventing their affiliates, officers or directors, to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby shall be by this Agreement, or to obtain substantial damages in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pendingconnection with this Agreement or the transactions contemplated thereby, nor shall there be any action takeninvestigation by any governmental agency pending or threatened which might result in any such suit, nor any Law action, order or Order enacted, entered other proceedings seeking to restrain or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the prohibit consummation or performance of any of the transactions Agreement or the transaction contemplated hereby illegalthereby; (b) Any waiting period All consents and approvals, if any, of third parties or any regulatory body or authority, whether required contractually or by appli­cable federal, state, or local law, or otherwise necessary for the execu­tion, delivery, and performance of this Agreement by Seller (including any extension thereofexcept for approvals of governmental agencies customarily obtained subsequent to transfer of title) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall which have not been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals waived by Buyer shall have been obtained and do delivered to Buyer by the Closing Date and shall not contain have been withdrawn or result in any conditionrevoked; (c) Consummation of this purchase and sale transaction shall not have been prevented from occurring by (and the required waiting period, requirement or other term that (iif any, shall have expired under) requires the divestiture or transfer Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of control 1976, as amended, and rules and regulations of any assets by Purchaser or any the Federal Trade Commission and Department of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse EffectJustice.

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser each party to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, on at or prior to the Closing DateClosing, of each of the following conditions: (a) No Order issued by any Governmental Authority of competent jurisdiction preventing all waiting periods (and extensions thereof) under the consummation of HSR Act applicable to the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law have expired or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegalterminated; (b) Any waiting period (including no Governmental Authority or Antitrust Authority of competent authority and jurisdiction shall have enacted, issued, promulgated, enforced or entered any extension thereof) applicable order, writ, judgment, injunction, decree, stipulation or determination which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions, and there shall be no pending lawsuit, claim or legal action relating to the purchase and sale of transactions contemplated by this Agreement which seeks to prohibit or restrict the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expiredtransactions contemplated by this Agreement; and (c) The Seller Approvals and the Purchaser Approvals consents, approvals or authorizations of the Governmental Authorities set forth on Schedule 6.02(a)(i) of the Company Disclosure Schedule shall have been obtained and do not contain shall be in full force and effect, and all waiting periods required thereunder shall have expired or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectbeen terminated.