Common use of Conditions Precedent to Obligations of Purchaser and Sellers Clause in Contracts

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser 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 Bankruptcy Court shall have entered the Confirmation Order; provided that, notwithstanding anything contained in this Agreement to the contrary, if the Bankruptcy Court issues the Confirmation Order but fails to approve the assignment to Purchaser of any Assumed Contract or Assumed Lease contemplated to be assigned to Purchaser pursuant to this Agreement solely by reason of a failure by Purchaser to provide adequate assurance of future performance as required by the Bankruptcy Code, then the Assumed Contract or Assumed Lease, the contemplated assignment of which was not approved by the Bankruptcy Court by reason of such failure by Purchaser, shall become an Excluded Asset, and, assuming the other conditions to Purchaser’s obligations under the Agreement have been satisfied, the Parties shall proceed with the Closing without any corresponding adjustment to the Purchase Price.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be mutually waived by Purchaser 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 Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (b) all requisite affirmative approvals from a Governmental Authority, including, without limitation, CFIUS Approval and any approvals in the form of novation agreements, as described in United States Federal Acquisition Regulation Part 42.12, issued by the United States Government in its contracting capacity; and (bc) the Bankruptcy Court shall have entered the Confirmation Assumption and Assignment Order and Sale Order; provided that, notwithstanding anything contained in this Agreement to the contrary, if the Bankruptcy Court issues the Confirmation Assumption and Assignment Order but fails to approve the assignment to Purchaser of any Assumed Contract or Assumed Lease contemplated to be assigned to Purchaser pursuant to this Agreement solely by reason of a failure by Purchaser to provide adequate assurance of future performance as required by the Bankruptcy Code, then the Assumed Contract or Assumed Lease, the contemplated assignment of which was not approved by the Bankruptcy Court by reason of such failure by PurchaserCourt, shall become an Excluded Asset, Asset and, assuming the other conditions to Purchaser’s obligations under the Agreement have been satisfied, the Parties shall proceed with the Closing without with any corresponding adjustment to the Purchase Price.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser 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 Bankruptcy Court shall have entered an Order authorizing the Confirmation OrderClosing IP Contract Rejection; provided that, notwithstanding anything contained in this Agreement to the contrary, if and (c) the Bankruptcy Court issues shall have entered the Confirmation Sale Order but fails and the Sale Order shall be a Final Order; provided, however, that it shall not be a condition to approve Purchaser’s obligation to consummate the assignment to Purchaser transactions contemplated by this Agreement that the Sale Order be a Final Order if the Sale Order is not a Final Order solely as a result of any Assumed Contract or Assumed Lease contemplated to be assigned to Purchaser an appeal of the relief granted pursuant to this Agreement solely by reason the Sale Order which appeal (i) does not challenge Purchaser’s good faith under Section 363(m) of a failure by Purchaser to provide adequate assurance of future performance as required by the Bankruptcy Code, then (ii) does not assert that the Assumed Contract transactions contemplated by this Agreement are avoidable pursuant to, or Assumed Leaseotherwise violate, the contemplated assignment Section 363(n) of which was not approved by the Bankruptcy Court by reason Code and (iii) has not resulted in a stay of such failure by Purchaser, shall become an Excluded Asset, and, assuming the other conditions to Purchaser’s obligations under the Agreement have been satisfied, the Parties shall proceed with the Closing without any corresponding adjustment to the Purchase PriceSale Order.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers the parties to consummate effect the transactions contemplated by this Agreement Closing are subject to the satisfactionfulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser 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 or Regulatory Authority (i) declaring this Agreement or any Related Agreement invalid or unenforceable in any respect or (ii) restraining, enjoining or otherwise prohibiting or making illegal the consummation Closing, in each case, that is not stayed by the commencement of the transactions contemplated hereby; andBankruptcy Cases or any Order of the Bankruptcy Court; (b) the Bankruptcy Court shall have entered the Confirmation Sale Order; provided that, notwithstanding anything contained in this Agreement to the contrary, if together with any other Order of the Bankruptcy Court issues required to consummate the Confirmation Order but fails to approve the assignment to Purchaser of any Assumed Contract or Assumed Lease transactions contemplated to be assigned to Purchaser pursuant to this Agreement solely by reason of a failure by Purchaser to provide adequate assurance of future performance as required by the Bankruptcy Codehereby, then the Assumed Contract or Assumed Lease, the contemplated assignment of which was not approved shall have been entered by the Bankruptcy Court by reason of and each such failure by PurchaserOrder (i) is not subject to any stay, shall become an Excluded Assetand (ii) has not been vacated, andreversed, assuming the other conditions or modified in a material matter with respect to Purchaser’s obligations rights or protections thereunder without Purchaser’s prior written consent; (c) subject to the provisions of Section 7.3, the Sale Order shall approve and authorize the assumption and assignment of the Transferred Contracts and the Transferred Contracts shall have been actually assumed and assigned to Purchaser, subject to the payment of applicable Cure Amounts by Purchaser; (d) all Purchaser Required Approvals shall have been obtained and shall be in full force and effect; and (e) all conditions to the closing of the Sale under the Agreement Sale Order other than the Closing, shall have occurred or been satisfied, the Parties shall proceed with the Closing without any corresponding adjustment waived pursuant to the Purchase Priceterms of the Sale Order.