Common use of Conditions Precedent to the Distribution Clause in Contracts

Conditions Precedent to the Distribution. The obligation of GPC to effect the Distribution shall be subject to the fulfillment or waiver (subject to Section 13.02) at or prior to the Distribution Date of each of the following conditions (provided, however, that unless the Merger Agreement shall have been terminated in accordance with its terms, any such waiver shall be subject to the written consent of RMT Parent): (a) Each Transaction Document shall have been executed and delivered by each party thereto; and (b) Each of the conditions to the obligation of the parties to the Merger Agreement to consummate the Merger and effect the other transactions contemplated by the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereto (other than those conditions that by their nature are to be satisfied contemporaneously with or immediately following the Distribution). The foregoing conditions are for the benefit of GPC and shall not give rise to or create any duty on the part of GPC or the Board of Directors of GPC to waive or not waive any condition precedent under this Agreement or the Merger Agreement; provided, however, that the foregoing shall not limit RMT Parent’s rights under Section 7.09 of the Merger Agreement.

Conditions Precedent to the Distribution. The obligation of GPC Parent to effect the Distribution shall be subject to the fulfillment or waiver (subject to Section 13.0216.02) at or prior to the Distribution Date of each of the following conditions (provided, however, that unless the Merger Agreement shall have been terminated in accordance with its terms, any such waiver shall be subject to the written consent of RMT ParentMerger Partner): (a) Each Transaction Document shall have been executed and delivered by each party thereto; and (b) Each of the conditions to the obligation of the parties to the Merger Agreement to consummate the Merger and effect the other transactions contemplated by the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereto (other than those conditions that by their nature are to be satisfied contemporaneously with or immediately following the Distribution), including the condition set forth in Section 8.01(a) of the Merger Agreement (but subject to the consummation of the Distribution). The foregoing conditions are for the benefit of GPC Parent and shall not give rise to or create any duty on the part of GPC Parent or the Board of Directors of GPC Parent to waive or not waive any condition precedent under this Agreement or the Merger Agreement; provided, however, that the foregoing shall not limit RMT ParentMerger Partner’s rights under Section 7.09 7.15 of the Merger Agreement.