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

Conditions Precedent to the Obligations of Purchaser and Seller. The respective obligations of each Party to this Agreement to consummate any Acquired Companies Acquisition are subject to the satisfaction or written waiver, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser in whole or in part to the extent permitted by applicable Law): (a) there shall not be in effect any Law enacted, issued, entered or promulgated by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the applicable Acquired Companies Acquisition; (b) there shall not be pending any suit, action or proceeding filed by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the applicable Acquired Companies Acquisition; (c) all Consents or orders of, or expirations of waiting periods imposed by, any Governmental Authority, that are legally required for the consummation of the applicable Acquired Companies Acquisition shall have occurred or been filed or obtained and shall be in full force and effect; (d) the Company Consents (other than those referred to in Section 3.4(c)) that are marked with an asterisk on Schedule 5.3 to such Acquired Companies Annex shall have been obtained and be in full force and effect; and (e) each of the additional conditions, if any, described in paragraph 1 of Part V of the applicable Acquired Companies Annex have been satisfied or waived by Seller and Purchaser.

Conditions Precedent to the Obligations of Purchaser and Seller. The respective obligations of each Party to this Agreement to consummate any Acquired Companies Acquisition the transactions contemplated by this Agreement are subject to the satisfaction or written waiver, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser in whole or in part to the extent permitted by applicable Law): (a) there There shall not be in effect any Law enacted, issued, entered or promulgated by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the applicable Acquired Companies Acquisition;transactions contemplated by this Agreement or any other Transaction Document. (b) there There shall not be pending any suit, action or proceeding filed by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the applicable Acquired Companies Acquisition;transactions contemplated by this Agreement or any other Transaction Document. (c) all All Consents or orders of, or expirations of waiting periods imposed by, any Governmental Authority, that are legally required for the consummation of the applicable Acquired Companies Acquisition transactions contemplated by this Agreement shall have occurred or been filed or obtained and shall be in full force and effect;; provided, however, that the appeal period for any approval by FERC need not have expired. (d) the The Company Consents (other than those referred to in Section 3.4(c)) that which are marked with an asterisk on Schedule 5.3 to such Acquired Companies Annex shall have been obtained and be in full force and effect; and. (e) each of the additional conditions, if any, described in paragraph 1 of Part V of the applicable Acquired Companies Annex The Permitted Financing shall have been satisfied or waived by Seller and Purchaserconsummated.