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

Conditions Precedent to the Obligations of the Purchaser and Sellers. The respective obligations of each Party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by each of the Sellers and the Purchaser) on or prior to the Closing Date, of each of the following conditions: (a) there shall not be in effect any order, writ, injunction, judgment or decree entered by a Governmental Body of competent jurisdiction, or any Law preventing, enjoining, restraining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; (b) the Bankruptcy Court shall have entered the Bidding Procedures Order and the Sale Order (as provided in Article VII) and each of such orders shall be a Final Order and in form and substance reasonably satisfactory to Sellers and the Purchaser, which orders shall not have been reversed, modified, amended or stayed; and (c) any waiting period (including any extension thereof) applicable to the purchase and sale of the Purchased Assets under the HSR Act or under the regulations of any other applicable governmental antitrust or competition authority shall have terminated or expired.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sigma Designs Inc), Asset Purchase Agreement (Sigma Designs Inc)

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Conditions Precedent to the Obligations of the Purchaser and Sellers. The respective obligations of each Party party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Lawwritten waiver, written waiver by each of the Sellers and the Purchaser) on or prior to the Closing Date, of each of the following conditions:conditions (any or all of which may be waived in writing by Sellers and the Purchaser in whole or in part to the extent permitted by applicable Law): (a) there shall not be in effect any orderstatute, writrule, injunctionregulation, judgment executive order enacted, issued, entered or decree entered promulgated by a Governmental Body of competent jurisdiction, or any Law preventing, enjoining, jurisdiction restraining, making illegal enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Ancillary Documentshereby; (b) the waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall have been terminated or shall have expired; (c) the Bankruptcy Court shall have entered the Bidding Procedures Order and the Sale Order (as provided in Article VIIVIII) and each of such orders shall be a Final Order and in form and substance reasonably satisfactory to Sellers and the Purchaser, which orders shall not have been reversed, modified, amended or stayed; and (c) any waiting period (including any extension thereof) applicable to the purchase and sale of the Purchased Assets under the HSR Act or under the regulations of any other applicable governmental antitrust or competition authority shall have terminated or expired.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hearusa Inc)

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Conditions Precedent to the Obligations of the Purchaser and Sellers. The respective obligations of each Party party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Lawwritten waiver, written waiver by each of the Sellers and the Purchaser) on or prior to the Closing Date, of each of the following conditions:conditions (any or all of which may be waived in writing by Sellers and the Purchaser in whole or in part to the extent permitted by applicable Law): (a) there shall not be in effect any orderstatute, writrule, injunctionregulation, judgment executive order enacted, issued, entered or decree entered promulgated by a Governmental Body of competent jurisdiction, or any Law preventing, enjoining, jurisdiction restraining, making illegal enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Ancillary Documentshereby; (b) the waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall have been terminated or shall have expired; (c) the Bankruptcy Court shall have entered the Bidding Procedures Order and the Sale Order (as provided in Article VIIVIII) and each of such orders shall be a Final Order and in form and substance reasonably satisfactory to Sellers and the Purchaser, which orders shall not have been reversed, modified, amended or stayed; and (c) any waiting period (including any extension thereof) applicable to the purchase and sale of the Purchased Assets under the HSR Act or under the regulations of any other applicable governmental antitrust or competition authority shall have terminated or expired.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hearusa Inc)

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