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 fulfillment, 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, each in such party’s sole discretion, 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 Procedures Order, in form and substance reasonably acceptable to Sellers and Purchaser; provided that the Procedures Order shall expressly approve the Break-Up Fee, Expense Reimbursement and the $300,000 amount referred to in Section 7.2(c)(iv) as provided herein; (c) all filings required of Purchaser and the Sellers or any of their respective Subsidiaries or Affiliates with applicable antitrust authorities in Germany with respect to the transactions contemplated hereby shall have been filed and cleared, or the applicable waiting period shall have expired without adverse action by the applicable authority or early termination shall have been granted; and (d) the Bankruptcy Court shall have entered the Sale Order and any stay period applicable to the Sale Order shall have expired or shall have been waived by the Bankruptcy Court, and such Sale Order shall be in full force and effect, and shall not have been modified, as of the Closing Date.
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Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement Contemplated Transactions 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 Purchaser and Sellers, each in such party’s sole discretion, 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 herebyContemplated Transactions;
(b) the Bankruptcy Court shall have entered the Bidding Procedures Order, in form and substance reasonably acceptable to Sellers Seller and Purchaser; provided that the Procedures Order shall expressly approve the Break-Up Fee, Expense Reimbursement and the $300,000 amount referred to in Section 7.2(c)(iv) as provided herein;
(c) all filings required of Purchaser and the Sellers or any of their respective Subsidiaries or Affiliates with applicable antitrust authorities in Germany with respect to the transactions contemplated hereby shall have been filed and cleared, or the applicable waiting period shall have expired without adverse action by the applicable authority or early termination shall have been granted; and
(d) the Bankruptcy Court shall have entered the Sale Order and the Sale Order shall not have been stayed or any stay period applicable to the Sale Order shall have expired or shall have been waived by the Bankruptcy Courtparties;
(d) if any filing under the HSR Act or other antitrust Laws is required, the waiting period applicable to the Contemplated Transactions under the HSR Act or such other antitrust Laws shall have expired or early termination shall have been granted with respect thereto;
(e) each of Seller Required Governmental Approvals and such Sale Order Purchaser Required Governmental Approvals shall have been received and shall be in full force and effect, and shall not have been modified, as including any involving the approval of the Closing Dateappropriate state agency responsible for reviewing and approving the change of ownership of the subject Facilities and the receipt by Purchaser of any appropriate licenses to legally operate the Facilities as required by applicable state Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Brookdale Senior Living Inc.)
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 fulfillment, 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, each in such party’s sole discretion, 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 herebyBankruptcy Cases or any Order of the Bankruptcy Court;
(b) the Sale Order, together with any other Order of the Bankruptcy Court required to consummate the transactions contemplated hereby, shall have been entered by the Procedures OrderBankruptcy Court and each such Order (i) is not subject to any stay, and (ii) has not been vacated, reversed, or modified in form and substance reasonably acceptable a material matter with respect to Sellers and Purchaser; provided that the Procedures Order shall expressly approve the Break-Up Fee, Expense Reimbursement and the $300,000 amount referred to in Section 7.2(c)(iv) as provided herein’s rights or protections thereunder without Purchaser’s prior written consent;
(c) all filings required subject to the provisions of Purchaser Section 7.3, the Sale Order shall approve and authorize the assumption and assignment of the Transferred Contracts and the Sellers or any of their respective Subsidiaries or Affiliates with applicable antitrust authorities in Germany with respect to the transactions contemplated hereby Transferred Contracts shall have been filed actually assumed and clearedassigned to Purchaser, or subject to the payment of applicable waiting period shall have expired without adverse action Cure Amounts by the applicable authority or early termination shall have been granted; andPurchaser;
(d) the Bankruptcy Court shall have entered the Sale Order any applicable waiting period (and any stay period applicable to extensions thereof) under the Sale Order HSR Act shall have expired or been terminated;
(e) all Purchaser Required Approvals shall have been waived by the Bankruptcy Court, obtained and such Sale Order shall be in full force and effect, and shall not have been modified, as ; and
(f) all conditions to the closing of the Closing DateSale under the Sale Order other than the Closing, shall have occurred or been waived pursuant to the terms of the Sale Order.
Appears in 1 contract
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 fulfillment, 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, each in such party’s sole discretion, 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 reasonably acceptable to Sellers and Purchaser; provided that the Procedures Order shall expressly approve the Break-Up Fee, Expense Reimbursement and the $300,000 amount referred to in Section 7.2(c)(iv) as provided herein;
(c) all filings required of Purchaser and the Sellers or any of their respective Subsidiaries or Affiliates with applicable antitrust authorities in Germany with respect to the transactions contemplated hereby shall have been filed and cleared, or the applicable waiting period shall have expired without adverse action by the applicable authority or early termination shall have been granted; and
(d) the Bankruptcy Court shall have entered the Sale Approval Order within forty (40) days after the date that the Bankruptcy Court approves the Bidding Procedures Order and any stay period applicable to the Sale Approval Order shall have expired or shall have been waived by the Bankruptcy Court, and such Sale Order ;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall be in full force and effect, and have expired or early termination shall not have been modifiedgranted; and 57
(e) the consents, as of the Closing Date.waivers, approvals or other authorizations listed on Schedule 9.3(e) shall have been obtained or otherwise satisfied. --------------
Appears in 1 contract
Samples: Asset Purchase Agreement (Agway Inc)
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 fulfillmentsatisfaction, 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, each in such party’s sole discretion, 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 Procedures Order, Sale Order in form and substance reasonably acceptable to Sellers and Purchaser; provided that , and the Procedures Sale Order shall expressly approve the Break-Up Fee, Expense Reimbursement have become a Final Order and the $300,000 amount referred to in Section 7.2(c)(iv) as provided hereinis full force and effect;
(c) all filings required of Purchaser and the Sellers or any of their respective Subsidiaries or Affiliates with applicable antitrust authorities in Germany Subject to Section 8.4(b), other than with respect to the transactions contemplated hereby Competition Act (which is dealt with separately below), the applicable waiting period, if any, under the Antitrust Laws shall have expired or been waived or terminated, and all other required regulatory approvals shall have been filed received, including, in respect of the European Union, if applicable,
(A) a decision by the European commission under the European Community Merger Regulation that the European Commission has decided not to oppose the proposed concentration and clearedhas declared it to be compatible with the common market, or (B) the time limit (including any applicable extensions) for the taking by the European Commission of a decision under Article 6(1) of the European Community Merger Regulation having passed with no such decision having been taken.
(d) Subject to Section 8.4(b), in respect of Canada, if a pre-merger notification filing under Part IX of the Competition Act (Canada) (the “Canadian Competition Act”) is required, (i) the Commissioner of Competition (the “Canadian Commissioner”) appointed under the Competition Act shall have issued an advance ruling certificate under Section 102 of the Competition Act, or (ii) the applicable waiting period under Section 123 of the Competition Act shall have expired without adverse action by the applicable authority expired, been terminated or early termination been waived, and Purchaser shall have been granted; and
received a “no-action” letter from the Canadian Commissioner, which letter confirms that the Canadian Commissioner is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act and which does not contain any qualifications, conditions, restrictions or requirements (d) other than the Bankruptcy Court shall have entered normal qualification that such proceedings may be initiated at any time up to three years after the Sale Order and any stay period applicable to the Sale Order shall have expired or shall relevant transactions have been waived by the Bankruptcy Courtsubstantially completed) that are not reasonably satisfactory to Purchaser, and such Sale Order shall be “no-action” letter remains in full force and effect, and ; and
(e) all of the Ancillary Agreements shall not have been modified, as finalized in form and substance reasonably satisfactory to Purchaser and Sellers; provided that Sellers may not waive the requirements set forth in Section 4.2(r) without the consent of the Closing DatePrepetition Agent.
Appears in 1 contract
Samples: Asset Purchase Agreement
